SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 25, 1999
GE CAPITAL MORTGAGE SERVICES, INC.
(as Seller and Servicer under the Pooling and
Servicing Agreement, dated as of February 1, 1999,
providing for the issuance of REMIC Multi-Class
Pass-Through Certificates, Series 1999-2)
GE Capital Mortgage Services, Inc.
(Exact name of registrant as specified in its charter)
New Jersey 33-5042 21-0627285
-----------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
Three Executive Campus
Cherry Hill, New Jersey 08002
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (609) 661-6100
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
General.
On February 25, 1999, GE Capital Mortgage Services, Inc. ("GECMSI") offered to
investors certain classes of its REMIC Multi-Class Pass-Through Certificates,
Series 1999-2 (the "Certificates") evidencing beneficial ownership interests in
a trust fund (the "Trust Fund"). The assets of the Trust Fund consist primarily
of a pool ("Pool 1999-2") 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 February 17, 1999.
The original principal balance of each Class of the Certificates is as follows:
Class A1 $234,353,900.00
Class A2 $16,324,000.00
Class A3 $27,325,000.00
Class A4 $2,000,000.00
Class R $100.00
Class PO $661,098.55
Class M $6,155,000.00
Class B1 $2,199,000.00
Class B2 $1,319,000.00
Class B3 $1,465,000.00
Class B4 $587,000.00
Class B5 $732,772.81
Total : $293,121,871.36
The initial Junior Percentage and initial Senior Percentage for Pool 1999-2 are
approximately 4.26% and 95.74%, respectively. The "Bankruptcy Loss Amount," the
"Fraud Loss Amount" and the "Special Hazard Loss Amount" for Pool 1999-2 as of
the initial issuance of the Certificates are $100,000.00, $2,931,219.00 and
$4,830,806.00, respectively, representing approximately .0300%, 1.0000%, and
1.6500%, respectively, of the aggregate Scheduled Principal Balances of the
Mortgage Loans as of February 1, 1999 (the "Cut-off Date").
Description of the Mortgage Pool and the Mortgaged Properties
Pool 1999-2
Pool 1999-2 consists primarily of fixed-rate, fully-amortizing conventional
Mortgage Loans evidenced by Mortgage Notes which have original maturities of 20
to 30 years and an aggregate outstanding Scheduled Principal Balance as of the
Cut-off Date, after deducting payments of principal due on or before such date
and prepayments of principal received before such date, of $293,121,871.36.
The interest rates (the "Mortgage Rates") borne by the 853 Mortgage Loans
conveyed by GECMSI to Pool 1999-2 range from 6.2500% to 9.1250% and the weighted
average Mortgage Rate as of the Cut-off Date is 7.1792% per annum (all weighted
averages in this filing are weighted by aggregate outstanding Scheduled
Principal Balance as of the Cut-off Date). At origination, the principal
balances of the Mortgage Loans in Pool 1999-2 ranged from $240,000.00 to
$1,225,000.00, and, as of the Cut-off Date, the average outstanding Scheduled
Principal Balance of the Mortgage Loans in Pool 1999-2 is $343,636.43, after
application of principal payments due on or before the Cut-off Date and
prepayments of principal received before such date. The earliest origination
date of any Mortgage Loan in Pool 1999-2 is July 1997, and the latest scheduled
maturity date of any such Mortgage Loan is February 2029. The weighted average
loan-to-value ratio of the Mortgage Loans as of the Cut-off Date in Pool 1999-2
is 74.2672%.
<PAGE>
The Mortgage Loans in Pool 1999-2 have the following characteristics as of the
Cut-off Date.
a) The following table sets forth information, as of the Cut-off Date, with
respect to the Mortgage Rates borne by the Mortgage Loans in Pool 1999-2:
MORTGAGE # OF AGGREGATE BALANCES % OF POOL BY
RATES LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
----- ----- ------------------ -----------------
6.2500% 8 $2,965,435.36 1.0117%
6.3750% 4 $1,365,692.36 0.4659%
6.5000% 22 $7,796,562.12 2.6598%
6.6250% 26 $9,990,387.32 3.4083%
6.7500% 36 $11,477,074.92 3.9155%
6.8750% 91 $31,121,911.92 10.6174%
7.0000% 124 $42,035,194.76 14.3405%
7.1250% 126 $42,744,612.78 14.5825%
7.2500% 145 $49,555,252.97 16.9060%
7.3750% 99 $35,605,802.12 12.1471%
7.5000% 88 $28,977,125.78 9.8857%
7.6250% 32 $10,529,340.93 3.5921%
7.7500% 22 $7,790,269.17 2.6577%
7.8750% 14 $4,951,025.99 1.6891%
8.0000% 7 $3,123,075.01 1.0655%
8.1250% 2 $937,802.86 0.3199%
8.3750% 1 $239,549.36 0.0817%
8.5000% 3 $1,068,744.54 0.3646%
8.6250% 1 $257,694.26 0.0879%
8.7500% 1 $257,850.90 0.0880%
9.1250% 1 $331,465.93 0.1131%
Total 853 $293,121,871.36 100.0000%
<PAGE>
b) The following table sets forth information, as of the Cut-off Date, with
respect to the original principal balances of the Mortgage Loans in Pool 1999-2:
ORIGINAL AGGREGATE BALANCES % OF POOL BY
BALANCES # OF LOANS AS OF CUT-OFF DATE AGGREGATE BAL.
-------- ---------- ------------------ --------------
$227,151 - 250,000 46 $11,312,220.83 3.8592%
$250,001 - 300,000 347 $95,804,893.39 32.6844%
$300,001 - 350,000 193 $62,484,177.36 21.3168%
$350,001 - 400,000 102 $38,249,961.05 13.0492%
$400,001 - 450,000 67 $28,214,519.76 9.6255%
$450,001 - 600,000 66 $34,421,073.90 11.7429%
$600,001 - 650,000 19 $11,879,948.83 4.0529%
$650,001 - 1,000,000 + 13 $10,755,076.24 3.6691%
Total 853 $293,121,871.36 100.0000%
The largest outstanding Scheduled Principal Balance of any Mortgage Loan, as of
the Cut-off Date, in Pool 1999-2 is $1,222,832.45.
The smallest outstanding Scheduled Principal Balance of any Mortgage Loan, as of
the Cut-off Date, in Pool 1999-2 is $239,549.36.
c) The following table sets forth information, as of the Cut-off Date, with
respect to the years of origination of the Mortgage Loans in Pool 1999-2:
AGGREGATE BALANCES % OF POOL BY
YEAR OF ORIGINATION # OF LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
- ------------------- ---------- ------------------ -----------------
1997 2 $972,142.94 0.3317%
1998 623 $214,025,598.18 73.0159%
1999 228 $78,124,130.24 26.6524%
Total 853 $293,121,871.36 100.0000%
<PAGE>
d) The following table sets forth information, as of the Cut-off Date, with
respect to the loan-to-value ratios of the Mortgage Loans at origination in Pool
1999-2:
LOAN-TO-VALUE
RATIO AT # OF AGGREGATE BALANCES % OF POOL BY
ORIGINATION LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
----------- ----- ------------------ -----------------
00.000 - 50.00 41 $15,097,704.91 5.1507%
50.001 - 60.00 42 $17,043,338.94 5.8144%
60.001 - 70.00 $48,404,573.77 16.5135%
125
70.001 - 75.00 $46,476,809.69 15.8558%
134
75.001 - 80.00 $129,106,411.56 44.0453%
384
80.001 - 85.00 11 $3,368,239.08 1.1491%
85.001 - 90.00 62 $18,701,811.96 6.3802%
90.001 - 95.00 54 $14,922,981.45 5.0910%
Total 853 $293,121,871.36 100.0000%
e) The following table sets forth information, as of the Cut-off Date, with
respect to the type of Mortgaged Properties securing the Mortgage Loans in Pool
1999-2:
AGGREGATE BALANCES % OF POOL BY
TYPE OF DWELLING # OF LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
---------------- ---------- ------------------ -----------------
Single-family detached 782 $269,788,819.25 92.0398%
Single-family attached 11 $3,432,829.94 1.1711%
Condominium 45 $13,719,795.89 4.6806%
2 - 4 Family Units 8 $3,302,310.61 1.1266%
Co-op 7 $2,878,115.67 0.9819%
Total 853 $293,121,871.36 100.0000%
f) The following table sets forth information, as of the Cut-off Date, with
respect to the occupancy status of the Mortgaged Properties securing the
Mortgage Loans as represented by the mortgagors at origination in Pool 1999-2:
AGGREGATE BALANCES % OF POOL BY
OCCUPANCY # OF LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
--------- ---------- ------------------ -----------------
Owner Occupied 830 $286,294,893.96 97.6709%
Vacation 15 $4,597,500.12 1.5685%
Investment 8 $2,229,477.28 0.7606%
Total 853 $293,121,871.36 100.0000%
<PAGE>
g) The following table sets forth information, as of the Cut-off Date, with
respect to the geographic distribution of the Mortgaged Properties securing the
Mortgage Loans in Pool 1999-2:
AGGREGATE BALANCES % OF POOL BY
STATE # OF LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
- ----- ---------- ------------------ -----------------
Alabama 2 $564,693.84 0.1926%
Arizona 15 $4,784,587.60 1.6323%
Arkansas 3 $806,436.72 0.2751%
California 422 $146,361,386.38 49.9320%
Colorado 15 $5,438,956.65 1.8555%
Connecticut 11 $3,909,447.26 1.3337%
District Of Columbia 1 $292,800.00 0.0999%
Florida 20 $6,849,841.12 2.3369%
Georgia 17 $6,339,080.41 2.1626%
Hawaii 3 $1,017,246.99 0.3470%
Idaho 1 $601,933.03 0.2054%
Illinois 18 $5,947,209.76 2.0289%
Iowa 1 $306,681.67 0.1046%
Louisiana 2 $745,169.20 0.2542%
Maryland 23 $7,295,155.14 2.4888%
Massachusetts 64 $21,685,427.14 7.3981%
Michigan 11 $3,725,125.28 1.2708%
Minnesota 3 $809,300.00 0.2761%
Missouri 1 $379,688.52 0.1295%
Nevada 7 $1,871,385.49 0.6384%
New Hampshire 3 $846,315.28 0.2887%
New Jersey 59 $19,848,472.41 6.7714%
New Mexico 1 $600,770.35 0.2050%
New York 37 $14,259,360.22 4.8647%
North Carolina 4 $1,198,371.81 0.4088%
Ohio 2 $744,091.20 0.2539%
Oregon 8 $2,670,672.30 0.9111%
Pennsylvania 23 $8,959,799.66 3.0567%
South Carolina 1 $293,193.98 0.1000%
Texas 13 $4,279,812.50 1.4601%
Utah 4 $1,166,785.13 0.3981%
Virginia 23 $7,896,425.00 2.6939%
Washington 34 $10,230,573.92 3.4902%
Wyoming 1 $395,675.40 0.1350%
Total 853 $293,121,871.36 100.0000%
<PAGE>
h) The following table sets forth information, as of the Cut-off Date, with
respect to the maturity dates of the Mortgage Loans in Pool 1999-2:
AGGREGATE BALANCES % OF POOL BY
YEAR OF MATURITY # OF LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
- ---------------- ---------- ------------------ -----------------
2018 1 $295,253.49 0.1007%
2019 6 $1,979,629.56 0.6754%
2024 7 $2,051,850.00 0.7000%
2026 1 $278,967.52 0.0952%
2027 2 $972,142.94 0.3317%
2028 181 $60,798,667.55 20.7418%
2029 655 $226,745,360.30 77.3552%
Total 853 $293,121,871.36 100.0000%
The weighted average scheduled remaining term to maturity of the Mortgage Loans
in Pool 1999-2 calculated as of the Cut-off Date is 357 months.
i) The following table sets forth information, as of the Cut-off Date, with
respect to the purpose of the Mortgage Loans in Pool 1999-2:
AGGREGATE BALANCES % OF POOL BY
PURPOSE OF LOAN # OF LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
- --------------- ---------- ------------------ -----------------
Purchase 341 $111,902,073.55 38.1760%
Rate Term/Refinance 370 $131,082,444.32 44.7194%
Cash-out Refinance 142 $50,137,353.49 17.1046%
Total 853 $293,121,871.36 100.0000%
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
1.1 The Underwriting Agreement, dated as of April 24, 1995, and the related
Terms Agreement, dated as of February 17, 1999, for certain of the
Series 1999-2 Certificates between GE Capital Mortgage Services, Inc.
and PaineWebber Incorporated
1.2 The Underwriting Agreement, dated as of June 22, 1995, and the related
Terms Agreement, dated as of February 17, 1999, for certain of the
Series 1999-2 Certificates between GE Capital Mortgage Services, Inc.
and Credit Suisse First Boston Corporation.
4.1 The Pooling and Servicing Agreement for the Series 1999-2 Certificates,
dated as of February 1, 1999, between GE Capital Mortgage Services,
Inc., as seller and servicer, and State Street Bank and Trust Company,
as trustee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
GE Capital Mortgage Services, Inc.
By: /s/ Syed W. Ali
-----------------------------
Name: Syed W. Ali
Title: Vice President
Dated as of February 25, 1999
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
GE Capital Mortgage Services, Inc.
By: /s/ Syed W. Ali
---------------------
Name: Syed W. Ali
Title: Vice President
Dated as of February 25, 1999
<PAGE>
EXHIBIT INDEX
The exhibits are being filed herewith:
- --------------------------------------------------------------------------------
EXHIBIT NO. DESCRIPTION PAGE
- --------------------------------------------------------------------------------
1.1 The Underwriting Agreement, dated as
of April 24, 1995, and the related
Terms Agreement, dated as of February
17, 1999, for certain of the Series
1999-2 Certificates between GE Capital
Mortgage Services, Inc. and
PaineWebber Incorporated.
1.2 The Underwriting Agreement, dated as
of June 22, 1995, and the related
Terms Agreement, dated as of February
17, 1999, for certain of the Series
1999-2 Certificates between GE Capital
Mortgage Services, Inc. and Credit
Suisse First Boston Corporation.
4.1 The Pooling and Servicing Agreement
for the Series 1999-2 Certificates,
dated as of February 1, 1999, between
GE Capital Mortgage Services, Inc., as
seller and servicer, and State Street
Bank and Trust Company, as trustee.
- --------------------------------------------------------------------------------
EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
PASS-THROUGH CERTIFICATES
(Issuable in Series)
UNDERWRITING AGREEMENT
PaineWebber Incorporated New York, New York
1285 Avenue of the Americas April 24, 1995
New York, New York 10019
Ladies and Gentlemen:
GE Capital Mortgage Services, Inc., a corporation organized and existing
under the laws of the State of New Jersey (the "Company"), may offer for sale to
you (the "Underwriter") from time to time its Pass-Through Certificates
evidencing interests in pools of mortgage loans (the "Certificates"). The
Certificates may be issued in various series, and within each series, in one or
more classes, in one or more offerings on terms determined at the time of sale
(each such series, a "Series" and each such class, a "Class"). Each Series of
the Certificates will be issued under a separate Pooling and Servicing Agreement
(each, a "Pooling and Servicing Agreement") to be dated as of the respective
cut-off date (each, a "Cut-off Date") between the Company, as seller and
servicer, and State Street Bank and Trust Company, as trustee (the "Trustee").
Capitalized terms used but not defined herein shall have the meanings given to
them in the related Pooling and Servicing Agreement.
The Certificates issued under each Pooling and Servicing Agreement will
represent the entire beneficial ownership interest in a trust fund (the "Trust
Fund") established by such Pooling and Servicing Agreement. The assets of each
Trust Fund will consist primarily of a pool of conventional, fixed rate, first
lien, fully amortizing, one- to four-family residential mortgage loans (the
"Mortgage Loans") having the original terms to maturity specified in the related
Terms Agreement referred to hereinbelow. If so specified in the related Terms
Agreement, one or more elections may be made to treat the assets of each Trust
Fund as a real estate mortgage investment conduit (each, a "REMIC") for federal
income tax purposes.
Whenever the Company determines to make an offering of Certificates (each,
a "Certificate Offering") pursuant to this Agreement through you, it will enter
into an agreement with you (the "Terms Agreement") providing for the sale of
specified Classes of Offered Certificates (as defined below) to, and the
purchase and public offering thereof by, you. Each such Certificate Offering
which the Company elects to make pursuant to this Agreement shall be governed by
this Agreement, as supplemented by the related Terms Agreement. Each Terms
Agreement, which shall be substantially in the form of Exhibit A hereto, shall
specify, among other things, the Classes of Certificates to be purchased by the
Underwriter (the "Offered Certificates"), the principal balance or balances of
the Offered Certificates, each subject to any stated variance, and the price or
prices at which such Offered Certificates are to be purchased by the Underwriter
from the Company.
1. Representations and Warranties. (a) The Company represents and
warrants to and agrees with the Underwriter, as of the date of the related
Terms Agreement, that:
(i) The registration statement specified in the related Terms
Agreement, on Form S-3, including a prospectus, has been filed with
the Securities and Exchange Commission (the "Commission") for the
registration under the Securities Act of 1933, as amended (the "Act"),
of pass-through certificates issuable in series, which registration
statement has been declared effective by the Commission. Such
registration statement, as amended to the date of the related Terms
Agreement, including any documents incorporated by reference therein
pursuant to Item 12 of Form S-3 under the Act which were filed under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
on or before the effective date of the Registration Statement, is
hereinafter called the "Registration Statement," and such prospectus,
as such prospectus is supplemented by a prospectus supplement relating
to the Offered Certificates of the related Series, each in the form
first filed after the date of the related Terms Agreement pursuant to
Rule 424(b) under the Act, including any documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the Act which
were filed under the Exchange Act on or before the date of such
Prospectus Supplement (other than any such incorporated documents that
relate to Collateral Term Sheets (as defined herein)) (such prospectus
supplement, including such incorporated documents (other than those
that relate to Collateral Term Sheets), in the form first filed after
the date of the related Terms Agreement pursuant to Rule 424(b) is
hereinafter called the "Prospectus Supplement"), is hereinafter called
the "Prospectus". Any reference herein to the terms "amend,"
"amendment" or "supplement" with respect to the Registration
Statement, the Prospectus or the Prospectus Supplement shall be deemed
to refer to and include the filing of any document under the Exchange
Act after the effective date of the Registration Statement or the
issue date of the Prospectus or Prospectus Supplement, as the case may
be, deemed to be incorporated therein by reference pursuant to Item 12
of Form S-3 under the Act.
(ii) The related Registration Statement, at the time it became
effective, and the prospectus contained therein, and any amendments
thereof and supplements thereto filed prior to the date of the related
Terms Agreement, conformed in all material respects to the
requirements of the Act and the rules and regulations of the
Commission thereunder; on the date of the related Terms Agreement and
on each Closing Date (as defined in Section 3 below), the related
Registration Statement and the related Prospectus, and any amendments
thereof and supplements thereto, will conform in all material respects
to the requirements of the Act and the rules and regulations of the
Commission thereunder; such Registration Statement, at the time it
became effective, did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; such
Prospectus, on the date of any filing pursuant to Rule 424(b) and on
each Closing Date, will not include any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they are made,
not misleading; and the Detailed Description referred to in such
Prospectus, on each Closing Date and the date of any filing thereof
under cover of Form 8-K, will not include any untrue statement of a
material fact or omit to state any information which such Prospectus
states will be included in such Detailed Description; provided,
however, that the Company makes no representations or warranties as to
the information contained in or omitted from (A) such Registration
Statement or such Prospectus (or any supplement thereto) in reliance
upon and in conformity with written information furnished to the
Company by or on behalf of the Underwriter specifically for use in the
preparation thereof or (B) any Current Report (as defined in Section
5(b) below), or in any amendment thereof or supplement thereto,
incorporated by reference in such Registration Statement or such
Prospectus (or any amendment thereof or supplement thereto).
(iii) The Certificates of the related Series will conform to the
description thereof contained in the related Prospectus; will each, if
rated at the time of issuance in one of the two highest rating
categories by a nationally recognized statistical rating organization,
be when issued a "mortgage related security" as such term is defined
in Section 3(a)(41) of the Exchange Act, and will each on the related
Closing Date be duly and validly authorized, and, when validly
executed, countersigned, issued and delivered in accordance with the
related Pooling and Servicing Agreement and sold to you as provided
herein and in the related Terms Agreement, will each be validly issued
and outstanding and entitled to the benefits of the related Pooling
and Servicing Agreement.
(iv) Neither the issuance nor sale of the Certificates of the
related Series nor the consummation of any other of the transactions
herein contemplated, nor the fulfillment of the terms hereof or of the
related Terms Agreement, will conflict with any statute, order or
regulation applicable to the Company of any court, regulatory body,
administrative agency or governmental body having jurisdiction over
the Company or with any organizational document of the Company or any
instrument or any agreement under which the Company is bound or to
which it is a party.
(v) This Agreement and the related Terms Agreement have been duly
authorized, executed and delivered by the Company.
(vi) At or prior to the related Closing Date, the Company will
have entered into the related Pooling and Servicing Agreement and,
assuming the due authorization, execution and delivery thereof by the
Trustee, such Pooling and Servicing Agreement (on such Closing Date)
will constitute the valid and binding agreement of the Company
enforceable in accordance with its terms, subject as to
enforceability, to bankruptcy, insolvency, reorganization or other
similar laws affecting creditors' rights and to general principles of
equity (regardless of whether the enforceability of such Pooling and
Servicing Agreement is considered in a proceeding in equity or at
law).
2. Purchase and Sale. Subject to the execution of the Terms Agreement
for a particular Certificate Offering and subject to the terms and
conditions and in reliance upon the representations and warranties set
forth in this Agreement and such Terms Agreement, the Company agrees to
sell to the Underwriter, and the Underwriter agrees to purchase from the
Company, all, but not less than all, of the related Offered Certificates at
the purchase price therefor set forth in such Terms Agreement (the
"Purchase Price").
3. Delivery and Payment. Delivery of and payment for the Offered
Certificates of a Series shall be made at the offices of Cleary, Gottlieb,
Steen & Hamilton, New York, New York, at 10:00 A.M., New York City time, on
the Closing Date specified in the related Terms Agreement, which date and
time may be postponed by agreement between the Underwriter and the Company
(such date and time being herein called the "Closing Date"). Delivery of
such Offered Certificates shall be made to the Underwriter against payment
by the Underwriter of the Purchase Price thereof to or upon the order of
the Company by wire transfer in federal or other immediately available
funds or by check payable in federal funds, as the Company shall specify no
later than five full business days prior to such Closing Date. Unless
delivery is made through the facilities of The Depository Trust Company,
the Offered Certificates shall be registered in such names and in such
authorized denominations as the Underwriter may request not less than two
full business days in advance of each Closing Date.
The Company agrees to notify the Underwriter at least two business
days before each Closing Date of the exact principal balance evidenced by
the Offered Certificates and to have such Offered Certificates available
for inspection, checking and packaging in New York, New York, no later than
12:00 noon on the business day prior to such Closing Date.
4. Offering by the Underwriter. It is understood that the Underwriter
proposes to offer the Offered Certificates of the related Series for sale
to the public as set forth in the related Prospectus.
5. Agreements. The Company agrees with the Underwriter that:
(a) The Company will cause the Prospectus as supplemented by a
Prospectus Supplement relating to the Offered Certificates to be filed
pursuant to Rule 424 under the Act and will promptly advise the
Underwriter when such Prospectus as so supplemented has been so filed,
and prior to the termination of the Certificate Offering to which such
Prospectus relates also will promptly advise the Underwriter (i) when
any amendment to the related Registration Statement specifically
relating to such Offered Certificates shall have become effective or
any further supplement to such Prospectus has been filed, (ii) of any
request by the Commission for any amendment of such Registration
Statement or Prospectus or for any additional information, (iii) of
the issuance by the Commission of any stop order suspending the
effectiveness of such Registration Statement or the institution or
threatening of any proceeding for that purpose and (iv) of the receipt
by the Company of any written notification with respect to the
suspension of the qualification of such Offered Certificates for sale
in any jurisdiction or the initiation or threatening of any proceeding
for such purpose. The Company will not file any amendment of the
related Registration Statement or supplement to the related Prospectus
(other than any amendment or supplement specifically relating to one
or more Series of pass-through certificates other than the Series that
includes the related Offered Certificates) unless the Company has
furnished the Underwriter with a copy for its review prior to filing.
The Company will use its best efforts to prevent the issuance of any
such stop order and, if issued, to obtain as soon as possible the
withdrawal thereof.
(b) The Company will cause any Computational Materials and any
Structural Term Sheets (each as defined in Section 8 below) with
respect to the Offered Certificates of a Series that are delivered by
the Underwriter to the Company pursuant to Section 8 to be filed with
the Commission on a Current Report on Form 8-K (a "Current Report")
pursuant to Rule 13a-11 under the Exchange Act on the business day
immediately following the later of (i) the day on which such
Computational Materials and Structural Term Sheets are delivered to
counsel for the Company by the Underwriter prior to 10:30 a.m. and
(ii) the date on which this Agreement is executed and delivered. The
Company will cause one Collateral Term Sheet (as defined in Section 9
below) with respect to the Offered Certificates of a Series that is
delivered by the Underwriter to the Company in accordance with the
provisions of Section 9 to be filed with the Commission on a Current
Report pursuant to Rule 13a-11 under the Exchange Act on the business
day immediately following the day on which such Collateral Term Sheet
is delivered to counsel for the Company by the Underwriter prior to
10:30 a.m. In addition, if at any time prior to the availability of
the related Prospectus Supplement the Underwriter has delivered to any
prospective investor a Collateral Term Sheet that reflects, in the
reasonable judgement of the Underwriter and the Company, a material
change in the characteristics of the Mortgage Loans for the related
Series from those on which a Collateral Term Sheet with respect to the
related Series previously filed with the Commission was based, the
Company will cause any such Collateral Term Sheet that is delivered by
the Underwriter to the Company in accordance with the provisions of
Section 9 to be filed with the Commission on a Current Report on the
business day immediately following the day on which such Collateral
Term Sheet is delivered to counsel for the Company by the Underwriter
prior to 10:30 a.m. In each case, the Company will promptly advise the
Underwriter when such Current Report has been so filed. Each such
Current Report shall be incorporated by reference in the related
Prospectus and the related Registration Statement. Notwithstanding the
five preceding sentences, the Company shall have no obligation to file
any materials provided by the Underwriter pursuant to Sections 8 and 9
which, in the reasonable determination of the Company after making
reasonable efforts to consult with the Underwriter, are not required
to be filed pursuant to the Kidder Letters or the PSA Letter (each as
defined in Section 8 below), or which contain erroneous information or
contain any untrue statement of a material fact or, when read in
conjunction with the Prospectus and Prospectus Supplement, omit to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading; it being understood,
however, that the Company shall have no obligation to review or pass
upon the accuracy or adequacy of, or to correct, any Computational
Materials, Structural Term Sheets or Collateral Term Sheets provided
by the Underwriter to the Company pursuant to Section 8 or Section 9
hereof.
(c) If, at any time when a prospectus relating to the Offered
Certificates of a Series is required to be delivered under the Act,
any event occurs as a result of which the related Prospectus as then
amended or supplemented would include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein in light of the circumstances under which they were
made not misleading, or if it shall be necessary at any time to amend
or supplement the related Prospectus to comply with the Act or the
rules thereunder, the Company promptly will prepare and file with the
Commission, subject to paragraph (a) of this Section 5, an amendment
or supplement which will correct such statement or omission or an
amendment which will effect such compliance; provided, however, that
the Company will not be required to file any such amendment or
supplement with respect to any Computational Materials, Structural
Term Sheets or Collateral Term Sheets incorporated by reference in the
Prospectus other than any amendments or supplements of such
Computational Materials or Structural Term Sheets that are furnished
to the Company by the Underwriter pursuant to Section 8(e) hereof or
any amendments or supplements of such Collateral Term Sheets that are
furnished to the Company by the Underwriter pursuant to Section 9(d)
hereof which the Company determines to file in accordance therewith.
(d) The Company will furnish to the Underwriter and counsel for
the Underwriter, without charge, as many signed copies of the related
Registration Statement (including exhibits thereto) and, so long as
delivery of a prospectus by the Underwriter or dealer may be required
by the Act, as many copies of the related Prospectus and any
supplements thereto (other than exhibits to the related Current
Report) as the Underwriter may reasonably request.
(e) The Company will furnish such information, execute such
instruments and take such actions as may be reasonably requested by
the Underwriter to qualify the Offered Certificates of a Series for
sale under the laws of such jurisdictions as the Underwriter may
designate, to maintain such qualifications in effect so long as
required for the distribution of such Offered Certificates and to
determine the legality of such Offered Certificates for purchase by
institutional investors; provided, however, that the Company shall not
be required to qualify to do business in any jurisdiction where it is
not qualified on the date of the related Terms Agreement or to take
any action which would subject it to general or unlimited service of
process in any jurisdiction in which it is not, on the date of the
related Terms Agreement, subject to such service of process.
(f) So long as the Offered Certificates of a Series are
outstanding, the Company will furnish to the Underwriter copies of the
annual independent public accountants' servicing report furnished to
the Trustee pursuant to Section 3.13 of the related Pooling and
Servicing Agreement.
(g) Whether or not the transactions contemplated hereby and by
the related Terms Agreement shall be consummated, the Company shall be
responsible for the payment of any costs and expenses for which
details are submitted, in connection with the performance of its
obligations under this Agreement and the related Terms Agreement,
including, without limitation, (a) the cost and expenses of printing
or otherwise reproducing the related Registration Statement or
Prospectus, this Agreement, the related Terms Agreement, the related
Pooling and Servicing Agreement and the Offered Certificates, and (b)
the cost of delivering the related Offered Certificates to the office
of the Underwriter, insured to the satisfaction of the Underwriter (it
being understood that, except as provided in this paragraph (f) and in
Section 7 hereof, the Underwriter will pay all its own costs and
expenses, including the fees of Brown & Wood, counsel for the
Underwriter, transfer taxes on resale of any Offered Certificates by
it, advertising expenses connected with any offers that it may make,
the fees of KPMG Peat Marwick with respect to its letters furnished
pursuant to Section 6(i) of the Agreement and any letter furnished
pursuant to the last sentence of Section 6(h) hereof, the fees of any
firm of public accountants selected by the Underwriter with respect to
their letter furnished pursuant to Section 8(c) of the Agreement and
any other costs and expenses specified in the related Terms Agreement
as "Additional Expenses").
6. Conditions to the Obligations of the Underwriter. The obligations
of the Underwriter to purchase the Offered Certificates of any Series shall
be subject to the accuracy in all material respects of the representations
and warranties on the part of the Company contained in this Agreement, as
supplemented by the related Terms Agreement, as of the respective dates
thereof and the related Closing Date, to the accuracy of the statements of
the Company made in any applicable officers' certificates pursuant to the
provisions hereof, to the performance by the Company of its obligations
under this Agreement and such Terms Agreement and to the following
additional conditions applicable to the related Certificate Offering:
(a) No stop order suspending the effectiveness of the related
Registration Statement shall have been issued and no proceedings for
that purpose shall have been instituted or threatened.
(b) Cleary, Gottlieb, Steen & Hamilton, counsel for the Company,
shall have furnished to the Underwriter an opinion, dated the related
Closing Date, to the effect that:
(i) this Agreement and the related Terms Agreement have been
duly authorized, executed and delivered by the Company;
(ii) the related Pooling and Servicing Agreement has been
duly authorized, executed and delivered by the Company and is a
legal, valid and binding agreement of the Company enforceable
against the Company in accordance with its terms;
(iii) the issuance of the Certificates of the related Series
and sale of the related Offered Certificates has been duly
authorized by the Company and the Certificates of such Series,
when duly countersigned by the Trustee in accordance with the
related Pooling and Servicing Agreement, will be validly issued
and outstanding and entitled to the benefits of such Pooling and
Servicing Agreement;
(iv) the related Pooling and Servicing Agreement is not
required to be qualified under the Trust Indenture Act of 1939,
as amended, and the trust created thereunder is not required to
be registered under the Investment Company Act of 1940, as
amended;
(v) the related Registration Statement has become effective
under the Act, and, to the best of the knowledge of such counsel,
no stop order suspending the effectiveness of such Registration
Statement has been issued and no proceedings for that purpose
have been instituted or are pending or contemplated by the
Commission under the Act; such Registration Statement and the
related Prospectus, and each amendment or supplement thereto
(except the financial statements and schedules and other
financial and statistical data included therein and the documents
incorporated by reference therein) applicable to the related
Offered Certificates and the obligations of the Company relating
thereto, as of their respective effective or issue dates,
appeared on their face to be appropriately responsive in all
material respects to the requirements of the Act and the rules
and regulations thereunder; and no information has come to the
attention of such counsel that causes it to believe that (A) such
Registration Statement (except any document incorporated by
reference therein), as of the date it became effective, or such
Registration Statement (except as aforesaid, and except the
financial statements and schedules and statistical data included
therein and the documents incorporated by reference therein) as
of the date the most recent post-effective amendment thereto, if
any, became effective, contained any untrue statement of a
material fact or omitted to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading or (B) such Prospectus (except any document
incorporated by reference therein) or any amendment or supplement
thereto (except as aforesaid, and except the financial statements
and schedules and statistical data included therein and the
documents incorporated by reference therein), as of their
respective issue dates or at the related Closing Date, contained
or contains any untrue statement of a material fact or omitted or
omits to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which
they were made, not misleading;
(vi) the statements set forth under the heading "Description
of the Certificates" in the related Prospectus, insofar as such
statements purport to summarize certain provisions of the related
Pooling and Servicing Agreement and the related Offered
Certificates, provide a fair summary of such provisions;
(vii) the statements in the related Prospectus under the
headings "Certain Legal Aspects of the Mortgage Loans and
Contracts -- The Mortgage Loans", "Certain Federal Income Tax
Consequences" (insofar as they relate specifically to the
purchase, ownership and disposition of the related Offered
Certificates) and "ERISA Considerations" (insofar as they relate
specifically to the purchase, ownership and disposition of such
Offered Certificates), to the extent that they constitute matters
of law or legal conclusions, provide a fair summary of such law
or conclusions;
(viii) assuming compliance with the provisions of the
related Pooling and Servicing Agreement, for federal income tax
purposes, (A) if any election is made to treat the assets of the
Trust Fund as a REMIC: the related Trust Fund (and any specified
subgrouping therein) will qualify as a REMIC pursuant to Section
860D of the Internal Revenue Code of 1986, as amended (the
"Code"), each Class of Certificates of the related Series, other
than the related Residual Class or Classes, will constitute a
class of "regular interests" in the related REMIC within the
meaning of the Code, and each Class of such Certificates
specified in the related Prospectus as a Class of Residual
Certificates will constitute the "residual interest" in the
related REMIC within the meaning of the Code; (B) if no such
REMIC election is made: the Trust Fund will be treated as a
"grantor trust"; and
(ix) assuming that some or all of the Offered Certificates
of the related Series shall be rated at the time of issuance in
one of the two highest rating categories by a nationally
recognized statistical rating organization, each Offered
Certificate so rated will be at the time of issuance, a "mortgage
related security" as such term is defined in Section 3(a)(41) of
the Exchange Act.
Such opinion may express its reliance as to factual matters on the
representations and warranties made by, and on certificates or other
documents furnished by, officers of the parties to this Agreement, the
related Terms Agreement or the related Pooling and Servicing
Agreement. Such opinion may assume the due authorization, execution
and delivery of the instruments and documents referred to therein by
the parties thereto other than the Company. Such opinion may be
qualified, insofar as it concerns the enforceability of the documents
referred to therein, to the extent that such enforceability may be
limited by bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors' rights in general and by
general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law). Such opinion may be
further qualified as expressing no opinion as to (x) the statements in
the related Prospectus under the heading "Certain Legal Aspects of the
Mortgage Loans and Contracts -- The Mortgage Loans" except insofar as
such statements relate to the laws of the State of New York and the
laws of the United States, and (y) the statements in such Prospectus
under the headings "ERISA Considerations" and "Certain Federal Income
Tax Consequences" except insofar as such statements relate to the laws
of the United States. In addition, such opinion may be qualified as an
opinion only on the laws of the State of New York and the laws of the
United States.
(c) The General Counsel for the Company shall have furnished to
the Underwriter an opinion, dated the related Closing Date, to the
effect that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of New Jersey, with corporate power to own its properties,
to conduct its business as described in the related Prospectus
and to enter into and perform its obligations under this
Agreement, the related Terms Agreement, the related Pooling and
Servicing Agreement and the Certificates of the related Series;
(ii) The Company has full power and authority to sell and
service the related Mortgage Loans as contemplated herein and in
the related Pooling and Servicing Agreement;
(iii) No consent, approval, authorization or order of any
court or governmental agency or body is required for the
consummation by the Company of the transactions contemplated
herein or in the related Pooling and Servicing Agreement, except
such as may be required under the blue sky laws of any
jurisdiction and such other approvals as have been obtained;
(iv) Neither the issuance of the Certificates of the related
Series nor delivery of the related Offered Certificates, nor the
consummation of any other of the transactions contemplated in
this Agreement, the related Terms Agreement or the related
Pooling and Servicing Agreement, nor the fulfillment of the terms
of the related Certificates, the related Pooling and Servicing
Agreement, this Agreement or the related Terms Agreement will
conflict with or violate any term or provision of the articles of
incorporation or by-laws of the Company or any statute, order or
regulation applicable to the Company of any court, regulatory
body, administrative agency or governmental body having
jurisdiction over the Company and will not conflict with, result
in a breach or violation or the acceleration of or constitute a
default under the terms of any indenture or other agreement or
instrument known to such counsel to which the Company is a party
or by which it is bound; and
(v) There are no actions, proceedings or investigations
pending or, to the best knowledge of such counsel, threatened
before any court, administrative agency or other tribunal (i)
asserting the invalidity of this Agreement, the related Terms
Agreement, the related Pooling and Servicing Agreement or the
related Certificates, (ii) seeking to prevent the issuance of the
Certificates of the related Series or the consummation by the
Company of any of the transactions contemplated by this
Agreement, such Terms Agreement or such Pooling and Servicing
Agreement, or (iii) which might materially and adversely affect
the performance by the Company of its obligations under, or the
validity or enforceability of, this Agreement, such Terms
Agreement, such Pooling and Servicing Agreement or the related
Certificates.
In rendering her opinion such counsel may rely as to matters of fact,
to the extent deemed proper and as stated therein, on certificates of
responsible officers of the Company or public officials. In addition,
such opinion may be qualified as an opinion only on the laws of the
State of New Jersey.
(d) The Underwriter shall have received from Brown & Wood,
counsel for the Underwriter, such opinion or opinions, dated the
related Closing Date, with respect to the issuance and sale of the
Certificates of the related Series, the related Registration
Statement, the related Prospectus and such other related matters as
the Underwriter may reasonably require, and the Company shall have
furnished to such counsel such documents as the Underwriter may
reasonably request for the purpose of enabling them to pass upon such
matters.
(e) The Company shall have furnished to the Underwriter a
certificate of the Company, signed by the President or any Vice
President and the Senior Vice President-Finance or the principal
financial or accounting officer of the Company, dated the related
Closing Date, to the effect that the signers of such certificate have
carefully examined the related Registration Statement (excluding any
Current Reports and any other documents incorporated by reference
therein), the related Prospectus, the Detailed Description referred to
in such Prospectus (excluding any related Current Report), this
Agreement and the related Terms Agreement and that:
(i) the representations and warranties of the Company in
this Agreement are true and correct in all material respects on
and as of the related Closing Date with the same effect as if
made on such Closing Date, and the Company has complied with all
the agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to such Closing Date;
(ii) no stop order suspending the effectiveness of such
Registration Statement has been issued and no proceedings for
that purpose have been instituted or, to their knowledge,
threatened; and
(iii) nothing has come to their attention that would lead
them to believe that such Registration Statement (excluding any
Current Report) contains any untrue statement of a material fact
or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, that
the related Prospectus (excluding any related Current Report)
contains any untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or that the Detailed
Description referred to in such Prospectus includes any untrue
statement of a material fact or omits to state any information
which the Prospectus states will be included in such Detailed
Description.
(f) Peabody & Arnold, counsel for the Trustee, shall have
furnished to the Underwriter an opinion, dated the related Closing
Date, to the effect that:
(i) the Trustee has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
Commonwealth of Massachusetts with corporate power to own its
properties and conduct its business as presently conducted by it,
to conduct business as a trustee and to enter into and perform
its obligations under the related Pooling and Servicing
Agreement;
(ii) the related Pooling and Servicing Agreement has been
duly authorized, executed and delivered by the Trustee and
constitutes the legal, valid and binding agreement of the Trustee
enforceable against the Trustee in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization or other similar laws affecting the enforcement of
creditors' rights generally and to judicial discretion, and
general principles of equity (regardless of whether enforcement
is sought in a proceeding in equity or at law);
(iii) the Trustee has duly accepted its appointment as
trustee under the related Pooling and Servicing Agreement;
(iv) no consent, approval, authorization or order of any
Massachusetts or federal court or government agency or body is
required on the part of the Trustee for the consummation of the
transactions contemplated in the related Pooling and Servicing
Agreement, except such as may be required under any federal or
state securities law; and
(v) the performance on the part of the Trustee of any of the
transactions contemplated in the related Pooling and Servicing
Agreement does not conflict with or result in a breach or
violation of any term or provision of, or constitute a default
under, the Articles of Organization, as amended, or By-Laws of
the Trustee, or any Massachusetts or federal statute or
regulation applicable to the Trustee, or to such counsel's
knowledge, any indenture or other agreement or instrument to
which the Trustee is a party or by which it is bound, or, to such
counsel's knowledge, any order of any state or federal court,
regulatory body, administrative agency or governmental body
having jurisdiction over the Trustee.
In addition, such counsel shall furnish to the Underwriter such
opinions as to the treatment of the Trust Fund for purposes of
Massachusetts tax law as are reasonably satisfactory to the
Underwriter.
(g) KPMG Peat Marwick shall have furnished to the Underwriter a
letter, dated as of the date of the related Terms Agreement, in form
and substance satisfactory to the Underwriter, stating in effect that
they have performed certain specified procedures as a result of which
they have determined that such information as the Underwriter may
reasonably request of an accounting, financial or statistical nature
(which is limited to accounting, financial or statistical information
derived from the general accounting records of the Company) set forth
in the related Prospectus Supplement under the caption "Delinquency
and Foreclosure Experience of the Company" agrees with the accounting
records of the Company, excluding any questions of legal
interpretation.
(h) KPMG Peat Marwick shall have furnished to the Underwriter a
letter, dated as of the related Closing Date, in form and substance
satisfactory to the Underwriter, stating in effect that they have
performed certain specified procedures as a result of which they have
determined that such information as the Underwriter may reasonably
request of an accounting, financial or statistical nature (which is
limited to accounting, financial or statistical information derived
from the general accounting records of the Company and which is
obtained from an analysis of a sample of the Mortgage Loans included
in the related pool) set forth in the related Prospectus Supplement
under the caption "Description of the Mortgage Pool and the Mortgaged
Properties" or "Description of the Mortgage Pools and the Mortgaged
Properties", as the case may be, and in the Detailed Description
relating to such Prospectus Supplement is mutually consistent and
agrees with the accounting records of the Company and, where
applicable, the related Mortgage Loan files of the Company, excluding
any questions of legal interpretation. In addition, if applicable,
such accountants shall have furnished to the Underwriter a letter,
dated as of the related Closing Date, which shall include a statement
or statements to the effect that based upon the assumptions and
methodology agreed to by the Company (and which is consistent with the
manner in which any final PAC Balances, TAC Balances, Scheduled
Balances, Maximum and Minimum Scheduled Balances or any other
scheduled balances are to be calculated as set forth in the related
Prospectus), all of which shall be described by reference in such
letter, such accountants shall have verified the mathematical accuracy
of any final PAC Balances Table, TAC Balances Table, Scheduled
Balances Table, Maximum or Minimum Scheduled Balances Table or other
scheduled balances table attached as an exhibit to the related Pooling
and Servicing Agreement.
(i) KPMG Peat Marwick shall have furnished to the Underwriter and
the Company a letter or letters, dated as of the date of the related
Terms Agreement, in form and substance satisfactory to the Underwriter
and the Company, including, without limitation, statements, if
applicable, to the effect that:
(i) based upon the assumptions and methodology set forth in
the related Prospectus, all of which shall be described by
reference in such letter, they recomputed the percentages of
initial principal balance outstanding as of each of the
Distribution Dates (as defined in such Prospectus) indicated and
the weighted average lives of each Class of Offered Certificates
at each of the indicated percentages of the applicable Prepayment
Assumption, and they compared the recomputed percentages and
weighted average lives to the corresponding percentages and
weighted average lives set forth in the related tables and found
them to be in agreement;
(ii) based upon the assumptions and methodology set forth in
such Prospectus, all of which shall be described by reference in
such letter, they have verified the mathematical accuracy of any
Scheduled Final Distribution Dates for the Offered Certificates,
PAC Balances, TAC Balances, Scheduled Balances, Maximum and
Minimum Scheduled Balances or any other scheduled balances set
forth in such Prospectus for each indicated Distribution Date,
and have verified the mathematical accuracy of any initial
Effective Ranges of any PAC Certificates, Scheduled Certificates
or other scheduled Certificates set forth in such Prospectus; and
(iii) based upon the assumptions and methodology set forth
in such Prospectus, all of which shall be described by reference
in such letter, they have verified the mathematical accuracy of
the pre-tax yields to maturity and, if applicable, aggregate cash
flows of any Class of Certificates for which such pre-tax yields
and, if applicable, aggregate cash flows are set forth in such
Prospectus at the indicated percentages of the Prepayment
Assumption and, if applicable, at the indicated values of COFI,
LIBOR or any other index, as applicable.
(j) The Offered Certificates of the related Series shall have
received the ratings specified in the related Terms Agreement (the
"Required Ratings").
(k) Prior to the related Closing Date, the Company shall have
furnished to the Underwriter such further information, certificates
and documents as the Underwriter may reasonably request.
(l) If any Certificates of the related Series are to be sold to
any other underwriter and/or offered in reliance upon an exemption
from the registration requirements of the Act, the sale at or prior to
the related Closing Date of such Certificates to the purchaser thereof
shall have occurred.
(m) Subsequent to the date of the related Terms Agreement, there
shall not have been any change, or any development involving a
prospective change, in or affecting the business or properties of the
Company which the Underwriter concludes in its judgment, after
consultation with the Company, materially impairs the investment
quality of the Offered Certificates of the related Series so as to
make it impractical or inadvisable to proceed with the public offering
or the delivery of such Offered Certificates as contemplated by the
related Prospectus.
If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects with respect to the particular
Offered Certificates of a Series when and as provided in this Agreement and
the related Terms Agreement, or if any of the opinions and certificates
mentioned above or elsewhere in this Agreement and the related Terms
Agreement shall not be in all material respects reasonably satisfactory in
form and substance to the Underwriter and its counsel, this Agreement (with
respect to the related Offered Certificates) and the related Terms
Agreement and all obligations of the Underwriter hereunder (with respect to
the related Offered Certificates) and thereunder may be canceled at, or at
any time prior to, the related Closing Date by the Underwriter. Notice of
such cancellation shall be given to the Company in writing, or by telephone
or telegraph confirmed in writing.
7. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless the Underwriter and each person who controls
the Underwriter within the meaning of the Act or the Exchange Act against
any and all losses, claims, damages or liabilities, joint or several, to
which they or any of them may become subject under the Act, the Exchange
Act, or other Federal or state statutory law or regulation, at common law
or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement relating to the Offered Certificates of the
applicable Series as it became effective or in any amendment or supplement
thereof, or in such Registration Statement or the related Prospectus, or in
any amendment thereof, or in the Detailed Description referred to in such
Prospectus or arise out of or are based upon the omission or alleged
omission (in the case of any Computational Materials and ABS Term Sheets in
respect of which the Company agrees to indemnify the Underwriter, as set
forth below, when such are read in conjunction with the related Prospectus
and Prospectus Supplement) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
and agrees to reimburse each such indemnified party for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided,
however, that (i) the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein (A) in reliance upon and in
conformity with written information furnished to the Company as herein
stated by or on behalf of the Underwriter specifically for use in
connection with the preparation thereof or (B) in any Current Report or any
amendment or supplement thereof, except to the extent that any untrue
statement or alleged untrue statement therein or omission therefrom results
(or is alleged to have resulted) directly from an error (a "Mortgage Pool
Error") in the information concerning the characteristics of the Mortgage
Loans furnished by the Company to the Underwriter in writing or by
electronic transmission that was used in the preparation of either (x) any
Computational Materials or ABS Term Sheets (as defined in Section 9 below)
(or amendments or supplements thereof) included in such Current Report (or
amendment or supplement thereof) or (y) any written or electronic materials
furnished to prospective investors on which the Computational Materials (or
amendments or supplements) were based, (ii) such indemnity with respect to
any Corrected Statement (as defined below) in such Prospectus (or
supplement thereto) shall not inure to the benefit of the Underwriter (or
any person controlling the Underwriter) from whom the person asserting any
loss, claim, damage or liability purchased the Certificates of the related
Series that are the subject thereof if such person did not receive a copy
of a supplement to such Prospectus at or prior to the confirmation of the
sale of such Certificates and the untrue statement or omission of a
material fact contained in such Prospectus (or supplement thereto) was
corrected (a "Corrected Statement") in such other supplement and such
supplement was furnished by the Company to the Underwriter prior to the
delivery of such confirmation, and (iii) such indemnity with respect to any
Mortgage Pool Error shall not inure to the benefit of the Underwriter (or
any person controlling the Underwriter) from whom the person asserting any
loss, claim, damage or liability received any Computational Materials or
ABS Term Sheets (or any written or electronic materials on which the
Computational Materials are based) that were prepared on the basis of such
Mortgage Pool Error, if, prior to the time of confirmation of the sale of
the applicable Certificates to such person, the Company notified the
Underwriter in writing of the Mortgage Pool Error or provided in written or
electronic form information superseding or correcting such Mortgage Pool
Error (in any such case, a "Corrected Mortgage Pool Error"), and the
Underwriter failed to notify such person thereof or to deliver to such
person corrected Computational Materials (or underlying written or
electronic materials) or ABS Term Sheets. This indemnity agreement will be
in addition to any liability which the Company may otherwise have.
(b) The Underwriter agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who signs the
Registration Statement relating to the Offered Certificates of the
applicable Series, and each person who controls the Company within the
meaning of the Act or the Exchange Act to the same extent as the
foregoing indemnities from the Company to the Underwriter, but only
with reference to (A) written information furnished to the Company by
or on behalf of the Underwriter specifically for use in the
preparation of the documents referred to in the foregoing indemnity
with respect to the related Series, or (B) any Computational Materials
or ABS Term Sheets (or amendments or supplements thereof) furnished to
the Company by the Underwriter pursuant to Section 8 and incorporated
by reference in such Registration Statement or the related Prospectus
or any amendment or supplement thereof (except that no such indemnity
shall be available for any losses, claims, damages or liabilities, or
actions in respect thereof, resulting from any Mortgage Pool Error,
other than a Corrected Mortgage Pool Error). This indemnity agreement
will be in addition to any liability which the Underwriter may
otherwise have. The Company acknowledges that the statements set forth
in the second sentence of the ante-penultimate paragraph, the first
sentence of the penultimate paragraph, and in the last paragraph
appearing on the cover page of the related Prospectus Supplement as
such statements relate to such Offered Certificates and the second
sentence of the first paragraph under the heading "Plan of
Distribution" in such Prospectus Supplement as such statements relate
to such Offered Certificates constitute the only information furnished
in writing by or on behalf of the Underwriter for inclusion in the
related Prospectus (other than any Computational Materials or ABS Term
Sheets (or amendments or supplements thereof) furnished to the Company
by the Underwriter), and the Underwriter confirms that such statements
are correct.
(c) Promptly after receipt by an indemnified party under Section
7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 7, notify the indemnifying party
in writing of the commencement thereof; but the omission so to notify
the indemnifying party will not relieve it from any liability which it
may have to any indemnified party otherwise than under this Section 7.
In case any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and to the
extent that it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from
such indemnified party, to assume the defense thereof, with counsel
satisfactory to such indemnified party; provided, however, that if the
defendants in any such action include both the indemnified party and
the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or
other indemnified parties which are different from or additional to
those available to the indemnifying party, the indemnified party or
parties shall have the right to select separate counsel to assert such
legal defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon receipt of
notice from the indemnifying party to such indemnified party of its
election so to assume the defense of such action and approval by the
indemnified party of counsel, the indemnifying party will not be
liable to such indemnified party under this Section 7 for any legal or
other expenses subsequently incurred by such indemnified party in
connection with the defense thereof unless (i) the indemnified party
shall have employed separate counsel in connection with the assertion
of legal defenses in accordance with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one separate counsel
approved by the indemnified party in the case of subparagraph (a) or
(b), representing the indemnified parties under subparagraph (a) or
(b), who are parties to such action), (ii) the indemnifying party
shall not have employed counsel satisfactory to the indemnified party
to represent the indemnified party within a reasonable time after
notice of commencement of the action or (iii) the indemnifying party
has authorized the employment of counsel for the indemnified party at
the expense of the indemnifying party; and except that, if clause (i)
or (iii) is applicable, such liability shall be only in respect of the
counsel referred to in such clause (i) or (iii).
(d) If the indemnification provided for in paragraph (a) or (b)
of this Section 7 is due in accordance with its terms but is for any
reason held by a court to be unavailable from the Company or the
Underwriter, on grounds of policy or otherwise, or if the indemnified
party failed to give notice under paragraph (c) of this Section 7 in
respect of a claim otherwise subject to indemnification in accordance
with paragraph (a) or (b) of this Section 7, the Company and the
Underwriter shall contribute to the aggregate losses, claims, damages
and liabilities (including legal and other expenses reasonably
incurred in connection with investigating or defending same) to which
the Company and the Underwriter may be subject, as follows:
(i) in the case of any losses, claims, damages and
liabilities (or actions in respect thereof) which do not arise
out of or are not based upon any untrue statement or omission of
a material fact in any Computational Materials or ABS Term Sheets
(or any amendments or supplements thereof), in such proportion so
that the Underwriter is responsible for that portion represented
by the difference between the proceeds to the Company in respect
of the Offered Certificates appearing on the cover page of the
Prospectus Supplement for the related Series and the total
proceeds received by the Underwriter from the sale of such
Offered Certificates (the "Underwriting Discount"), and the
Company is responsible for the balance; provided, however, that
in no case shall the Underwriter be responsible under this
subparagraph (i) for any amount in excess of such Underwriting
Discount applicable to the Offered Certificates purchased by the
Underwriter pursuant to this Agreement and the related Terms
Agreement; and
(ii) in the case of any losses, claims, damages and
liabilities (or actions in respect thereof) which arise out of or
are based upon any untrue statement or omission of a material
fact in any Computational Materials or ABS Term Sheets (or any
amendments or supplements thereof) or in any written or
electronic materials on which the Computational Materials are
based, in such proportion as is appropriate to reflect the
relative fault of the Company on the one hand and the Underwriter
on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or
actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault shall be determined
by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact in such Computational
Materials or ABS Term Sheets (or any amendments or supplements
thereof or such written or electronic materials) results from
information prepared by the Company on the one hand or the
Underwriter on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or
prevent such statement or omission.
Notwithstanding anything to the contrary in this Section 7(d), no
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section 7, each person who controls the Underwriter
within the meaning of either the Act or the Exchange Act shall have
the same rights to contribution as the Underwriter, and each person
who controls the Company within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall have signed the
Registration Statement and each director of the Company shall have the
same rights to contribution as the Company, subject in each case to
the immediately preceding sentence of this paragraph (d).
8. Computational Materials and Structural Term Sheets. (a) Not later
than 10:30 a.m., New York time, on the business day before the date on
which the Current Report relating to the Offered Certificates of a Series
is required to be filed by the Company with the Commission pursuant to
Section 5(b) hereof, the Underwriter shall deliver to the Company five
complete copies of all materials provided by the Underwriter to prospective
investors in such Offered Certificates which constitute (i) "Computational
Materials" within the meaning of the no-action letter dated May 20, 1994
issued by the Division of Corporation Finance of the Commission to Kidder,
Peabody Acceptance Corporation I, Kidder, Peabody & Co. Incorporated, and
Kidder Structured Asset Corporation and the no-action letter dated May 27,
1994 issued by the Division of Corporation Finance of the Commission to the
Public Securities Association (together, the "Kidder Letters"), the filing
of which material is a condition of the relief granted in such letter (such
materials being the "Computational Materials"), and (ii) "Structural Term
Sheets" within the meaning of the no-action letter dated February 17, 1995
issued by the Division of Corporation Finance of the Commission to the
Public Securities Association (the "PSA Letter"), the filing of which
material is a condition of the relief granted in such letter (such
materials being the "Structural Term Sheets"). Each delivery of
Computational Materials and Structural Term Sheets to the Company pursuant
to this paragraph (a) shall be effected by delivering four copies of such
materials to counsel for the Company on behalf of the Company at the
address specified in Section 3 hereof and one copy of such materials to the
Company.
(b) The Underwriter represents and warrants to and agrees with
the Company, as of the date of the related Terms Agreement and as of
the Closing Date, that:
(i) the Computational Materials furnished to the Company
pursuant to Section 8(a) constitute (either in original,
aggregated or consolidated form) all of the materials furnished
to prospective investors by the Underwriter prior to the time of
delivery thereof to the Company that are required to be filed
with the Commission with respect to the related Offered
Certificates in accordance with the Kidder Letters, and such
Computational Materials comply with the requirements of the
Kidder Letters;
(ii) the Structural Term Sheets furnished to the Company
pursuant to Section 8(a) constitute all of the materials
furnished to prospective investors by the Underwriter prior to
the time of delivery thereof to the Company that are required to
be filed with the Commission as "Structural Term Sheets" with
respect to the related Offered Certificates in accordance with
the PSA Letter, and such Structural Term Sheets comply with the
requirements of the PSA Letter;
(iii) on the date any such Computational Materials or
Structural Term Sheets with respect to such Offered Certificates
(or any written or electronic materials furnished to prospective
investors on which the Computational Materials are based) were
last furnished to each prospective investor and on the date of
delivery thereof to the Company pursuant to Section 8(a) and on
the related Closing Date, such Computational Materials (or such
other materials) or Structural Term Sheets did not and will not
include any untrue statement of a material fact or, when read in
conjunction with the related Prospectus and Prospectus
Supplement, omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading;
(iv) the Underwriter has not represented to any prospective
investor that any Computational Materials or Structural Term
Sheets with respect to any Series were prepared or disseminated
on behalf of the Company, and, except as otherwise disclosed by
the Underwriter to the Company in writing prior to the date
hereof, all Computational Materials and Structural Term Sheets
furnished to prospective investors (and all written and
electronic materials furnished to prospective investors on which
the Computational Materials are based) included a disclaimer to
the effect set forth in Section 8(d); and
(v) at the time any Computational Materials (or any written
or electronic materials furnished to prospective investors on
which the Computational Materials are based) with respect to such
Offered Certificates were furnished to a prospective investor and
on the date of the related Terms Agreement, the Underwriter
possessed, and on the date of delivery of such materials to the
Company pursuant to this Section 8 and on the related Closing
Date, the Underwriter will possess, the capability, knowledge,
expertise, resources and systems of internal control necessary to
ensure that such Computational Materials conform to the
representations and warranties of the Underwriter contained in
subparagraphs (i) and (iii) above of this paragraph (b).
Notwithstanding the foregoing, the Underwriter makes no representation
or warranty as to whether any Computational Materials or Structural
Term Sheets (or any written or electronic materials on which the
Computational Materials are based) included or will include any untrue
statement resulting directly from any Mortgage Pool Error (except any
Corrected Mortgage Pool Error, with respect to materials prepared
after the receipt by the Underwriter from the Company of notice of
such Corrected Mortgage Pool Error or materials superseding or
correcting such Corrected Mortgage Pool Error).
(c) The Underwriter shall cause a firm of public accountants to
furnish to the Company a letter, dated as of the date on which the
Underwriter delivers any Computational Materials (which term shall be
deemed to include, for purposes of this paragraph (c), calculated
statistical information delivered to prospective investors in the form
of a Structural Term Sheet) to the Company pursuant to Section 8(a),
in form and substance satisfactory to the Company, stating in effect
that they have verified the mathematical accuracy of any calculations
performed by the Underwriter and set forth in such Computational
Materials.
(d) The Underwriter acknowledges and agrees that the Company has
not authorized and will not authorize the distribution of any
Computational Materials (or any written or electronic materials on
which the Computational Materials are based) or Structural Term Sheets
to any prospective investor, and agrees that any Computational
Materials or Structural Term Sheets with respect to any Series of
Certificates furnished to prospective investors from and after the
date hereof shall include a disclaimer in form satisfactory to the
Company to the effect that such materials have been prepared and
disseminated solely by and on behalf of the Underwriter, and that the
Company has not reviewed or participated in the preparation or
dissemination of such materials and is not responsible for the
contents or accuracy thereof. The Underwriter agrees that it will not
represent to prospective investors that any Computational Materials or
Structural Term Sheets were prepared or disseminated on behalf of the
Company.
(e) If, at any time when a prospectus relating to the Offered
Certificates of a Series is required to be delivered under the Act, it
shall be necessary to amend or supplement the related Prospectus as a
result of an untrue statement of a material fact contained in any
Computational Materials or Structural Term Sheets provided by the
Underwriter pursuant to this Section 8 or the omission to state
therein a material fact required, when considered in conjunction with
the related Prospectus and Prospectus Supplement, to be stated therein
or necessary to make the statements therein, when read in conjunction
with the related Prospectus and Prospectus Supplement, not misleading,
or if it shall be necessary to amend or supplement any Current Report
relating to any Computational Materials or Structural Term Sheets to
comply with the Act or the rules thereunder, the Underwriter promptly
will prepare and furnish to the Company for filing with the Commission
an amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Underwriter represents and warrants to the Company, as of the date of
delivery of such amendment or supplement to the Company, that such
amendment or supplement will not include any untrue statement of a
material fact or, when read in conjunction with the related Prospectus
and Prospectus Supplement, omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading. The Company shall have no obligation to file such
amendment or supplement if the Company determines that (i) such
amendment or supplement contains any untrue statement of a material
fact or, when read in conjunction with the related Prospectus and
Prospectus Supplement, omits to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; it being understood, however, that the Company shall have
no obligation to review or pass upon the accuracy or adequacy of, or
to correct, any such amendment or supplement provided by the
Underwriter to the Company pursuant to this paragraph (e) or (ii) such
filing is not required under the Act.
9. Collateral Term Sheets. (a) Prior to the delivery of any
"Collateral Term Sheet" within the meaning of the PSA Letter, the filing of
which material is a condition of the relief granted in such letter (such
material being the "Collateral Term Sheets"), to a prospective investor in
any Offered Certificates, the Underwriter shall, in order to facilitate the
timely filing of such material with the Commission, notify the Company and
its counsel by telephone of its intention to deliver such materials and the
approximate date on which the first such delivery of such materials is
expected to occur. Not later than 10:30 a.m., New York time, on the
business day immediately following the date on which any Collateral Term
Sheet was first delivered to a prospective investor in such Offered
Certificates, the Underwriter shall deliver to the Company five complete
copies of all materials provided by the Underwriter to prospective
investors in such Offered Certificates which constitute "Collateral Term
Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant
to this paragraph (a) shall be effected by delivering four copies of such
materials to counsel for the Company on behalf of the Company at the
address specified in Section 3 hereof and one copy of such materials to the
Company. (Collateral Term Sheets and Structural Term Sheets are, together,
referred to herein as "ABS Term Sheets.") At the time of each such
delivery, the Underwriter shall indicate in writing that the materials
being delivered constitute Collateral Term Sheets, and, if there has been
any prior such delivery with respect to the related Series, shall indicate
whether such materials differ in any material respect from any Collateral
Term Sheets previously delivered to the Company with respect to such Series
pursuant to this Section 9(a) as a result of the occurrence of a material
change in the characteristics of the related Mortgage Loans.
(b) The Underwriter represents and warrants to and agrees with
the Company as of the date of the related Terms Agreement and as of
the Closing Date, that:
(i) The Collateral Term Sheets furnished to the Company
pursuant to Section 9(a) constitute all of the materials
furnished to prospective investors by the Underwriter prior to
time of delivery thereof to the Company that are required to be
filed with the Commission as "Collateral Term Sheets" with
respect to the related Offered Certificates in accordance with
the PSA Letter, and such Collateral Term Sheets comply with the
requirements of the PSA Letter;
(ii) On the date any such Collateral Term Sheets with
respect to such Offered Certificates were last furnished to each
prospective investor and on the date of delivery thereof to the
Company pursuant to Section 9(a) and on the related Closing Date,
such Collateral Term Sheets did not and will not include any
untrue statement of a material fact or, when read in conjunction
with the Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading; and
(iii) the Underwriter has not represented to any prospective
investor that any Collateral Term Sheets with respect to any
Series were prepared or disseminated on behalf of the Company,
and, except as otherwise disclosed by the Underwriter to the
Company in writing prior to the date hereof, all Collateral Term
Sheets previously furnished to prospective investors included a
disclaimer to the effect set forth in Section 8(d).
Notwithstanding the foregoing, the Underwriter makes no representation
or warranty as to whether any Collateral Term Sheet included or will
include any untrue statement or material omission resulting directly
from any Mortgage Pool Error (except any Corrected Mortgage Pool
Error, with respect to materials prepared after the receipt by the
Underwriter from the Company of notice of such Corrected Mortgage Pool
Error or materials superseding or correcting such Corrected Mortgage
Pool Error).
(c) The Underwriter acknowledges and agrees that any Collateral
Term Sheets with respect to any Series of Certificates furnished to
prospective investors from and after the date hereof shall include a
disclaimer in form satisfactory to the Company to the effect set forth
in Section 8(d) hereof, and to the effect that the information
contained in such materials supersedes the information contained in
any prior Collateral Term Sheet with respect to such Series of Offered
Certificates and will be superseded by the description of the related
Mortgage Loans in the related Prospectus Supplement and in the
Detailed Description relating to such Prospectus Supplement to be
filed under cover of Form 8-K. The Underwriter agrees that it will not
represent to prosective investors that any Collateral Term Sheets were
prepared or disseminated on behalf of the Company.
(d) If, at any time when a prospectus relating to the Offered
Certificates of a Series is required to be delivered under the Act, it
shall be necessary to amend or supplement the related Prospectus as a
result of an untrue statement of a material fact contained in any
Collateral Term Sheets provided by the Underwriter pursuant to this
Section 9 or the omission to state therein a material fact required,
when considered in conjunction with the related Prospectus and
Prospectus Supplement, to be stated therein or necessary to make the
statements therein, when read in conjunction with the related
Prospectus and Prospectus Supplement, not misleading, or if it shall
be necessary to amend or supplement any Current Report relating to any
Collateral Term Sheets to comply with the Act or the rules thereunder,
the Underwriter promptly will prepare and furnish to the Company for
filing with the Commission an amendment or supplement which will
correct such statement or omission or an amendment which will effect
such compliance. The Underwriter represents and warrants to the
Company, as of the date of delivery of such amendment or supplement to
the Company, that such amendment or supplement will not include any
untrue statement of a material fact or, when read in conjunction with
the related Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading. The Company shall have no
obligation to file such amendment or supplement if the Company
determines that (i) such amendment or supplement contains any untrue
statement of a material fact or, when read in conjunction with the
related Prospectus and Prospectus Supplement, omits to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; it being understood, however, that
the Company shall have no obligation to review or pass upon the
accuracy or adequacy of, or to correct, any such amendment or
supplement provided by the Underwriter to the Company pursuant to this
paragraph (d) or (ii) such filing is not required under the Act.
10. Termination. This Agreement (with respect to a particular
Certificate Offering) and the related Terms Agreement shall be subject to
termination in the absolute discretion of the Underwriter, by notice given
to the Company prior to delivery of and payment for the related Offered
Certificates, if prior to the related Closing Date (i) trading in
securities generally on the New York Stock Exchange shall have been
suspended or materially limited, (ii) a general moratorium on commercial
banking activities in New York shall have been declared by either federal
or New York State authorities, or (iii) there shall have occurred any
outbreak or material escalation of hostilities or other calamity or crisis
the effect of which on the financial markets of the United States is such
as to make it, in the reasonable judgment of the Underwriter, impracticable
to market such Offered Certificates.
11. Representations and Indemnities to Survive Delivery. The
agreements, representations, warranties, indemnities and other statements
of the Company or its officers and of the Underwriter set forth in or made
pursuant to this Agreement and the related Terms Agreement will remain in
full force and effect, regardless of any investigation made by or on behalf
of the Underwriter or the Company or any of the officers, directors or
controlling persons referred to in Section 7 hereof, and will survive
delivery of and payment for the related Offered Certificates. The
provisions of Section 7 hereof shall survive the termination or
cancellation of this Agreement and the related Terms Agreement.
12. Successors. This Agreement and the related Terms Agreement will
inure to the benefit of and be binding upon the parties hereto and thereto
and their respective successors and the officers, directors and controlling
persons referred to in Section 7 hereof, and their successors and assigns,
and no other person will have any right or obligation hereunder or
thereunder. No purchaser of any Offered Certificate from the Underwriter
shall be deemed a successor or assign by reason of such purchase.
13. APPLICABLE LAW. THIS AGREEMENT AND THE RELATED TERMS AGREEMENT
WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
THEREIN.
14. Miscellaneous. This Agreement, as supplemented by the related
Terms Agreement, supersedes all prior and contemporaneous agreements and
understandings relating to the subject matter hereof. This Agreement and
the related Terms Agreement or any term of each may not be changed, waived,
discharged or terminated except by an affirmative written agreement made by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement and the related Terms
Agreement are for purposes of reference only and shall not limit or
otherwise affect the meaning hereof or thereof.
15. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Underwriter, will be
delivered to it at the address first above written; or if sent to the
Company, will be delivered to GE Capital Mortgage Services, Inc., Three
Executive Campus, Post Office Box 5260, Cherry Hill, New Jersey 08002,
Attention: General Counsel.
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the undersigned a counterpart hereof, whereupon this
letter and your acceptance shall represent a binding agreement between the
Company and the Underwriter.
Very truly yours,
GE CAPITAL MORTGAGE SERVICES, INC.
By: ____________________________
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
PAINEWEBBER INCORPORATED
By: _____________________________
Name:
Title:
<PAGE>
EXHIBIT A
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1999-2
TERMS AGREEMENT
(to Underwriting Agreement,
dated April 24, 1995,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus February 17, 1999
Cherry Hill, NJ 08002
PaineWebber Incorporated (the "Underwriter") agrees, subject to the terms
and provisions herein and of the captioned Underwriting Agreement (the
"Underwriting Agreement"), to purchase the Classes of Series 1999-2 Certificates
specified in Section 2(a) hereof (the "Offered Certificates"). This Terms
Agreement supplements and modifies the Underwriting Agreement solely as it
relates to the purchase and sale of the Offered Certificates described below.
The Series 1999-2 Certificates are registered with the Securities and Exchange
Commission by means of an effective Registration Statement (No. 333-51151).
Capitalized terms used and not defined herein have the meanings given them in
the Underwriting Agreement.
Section 1. The Mortgage Pool: The Series 1999-2 Certificates shall evidence
the entire beneficial ownership interest in a mortgage pool (the "Mortgage
Pool") of conventional, fixed-rate, first-lien, fully-amortizing, one- to
four-family residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of February 1, 1999 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pool: $293,121,871.36
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 $285,000,000 or greater than $315,000,000.
(b) Original Terms to Maturity: The original term to maturity of
substantially all of the Mortgage Loans included in the Mortgage Pool shall be
between 20 and 30 years.
Section 2. The Certificates: The Offered Certificates shall be issued as
follows:
(a) Classes: The Offered Certificates shall be issued with the following
Class designations, interest rates and principal balances, subject in the
aggregate to the variance referred to in Section 1(a):
Class
Principal Interest Purchase Price
Class Balance Rate Percentage
- ----- ------- ---- ----------
Class A1 $234,353,900 6.50% 99.65625%
Class A2 16,324,000 6.50 99.65625
Class A3 27,325,000 6.50 99.65625
Class A4 2,000,000 6.50 99.65625
Class R 100 6.50 99.65625
(b) The Offered Certificates shall have such other characteristics as
described in the related Prospectus.
Section 3. Purchase Price: The Purchase Price for each Class of the Offered
Certificates shall be the Class Purchase Price Percentage therefor (as set forth
in Section 2(a) above) of the initial Class Certificate Principal Balance
thereof plus accrued interest at the initial interest rate per annum from and
including the Cut-off Date up to, but not including, February 25, 1999 (the
"Closing Date").
Section 4. Required Ratings: The Offered Certificates shall have received
Required Ratings of at least "AAA" from each of Fitch IBCA, Inc. and Standard
and Poor's Rating Services, a division of The McGraw-Hill Companies, Inc.
Section 5. Tax Treatment: One or more elections will be made to treat the
assets of the Trust Fund as a REMIC.
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the undersigned a counterpart hereof, whereupon this
letter and your acceptance shall represent a binding agreement between the
Underwriter and the Company.
Very truly yours,
PAINEWEBBER INCORPORATED
By:____________________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
GE CAPITAL MORTGAGE SERVICES, INC.
By:______________________________________
Name:
Title:
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, fixed rate, first
lien, fully amortizing, one- to four-family residential mortgage loans (the
"Mortgage Loans") having the original terms to maturity specified in the related
Terms Agreement referred to hereinbelow. If so specified in the related Terms
Agreement, one or more elections may be made to treat the assets of each Trust
Fund as a real estate mortgage investment conduit (each, a "REMIC") for federal
income tax purposes.
Whenever the Company determines to make an offering of Certificates (each,
a "Certificate Offering") pursuant to this Agreement through you, it will enter
into an agreement with you (the "Terms Agreement") providing for the sale of
specified Classes of Offered Certificates (as defined below) to, and the
purchase and public offering thereof by, you. Each such Certificate Offering
which the Company elects to make pursuant to this Agreement shall be governed by
this Agreement, as supplemented by the related Terms Agreement. Each Terms
Agreement, which shall be substantially in the form of Exhibit A hereto, shall
specify, among other things, the Classes of Certificates to be purchased by the
Underwriter (the "Offered Certificates"), the principal balance or balances of
the Offered Certificates, each subject to any stated variance, and the price or
prices at which such Offered Certificates are to be purchased by the Underwriter
from the Company.
1. Representations and Warranties. (a) The Company represents and warrants
to and agrees with the Underwriter, as of the date of the related Terms
Agreement, that:
(i) The registration statement specified in the related Terms
Agreement, on Form S-3, including a prospectus, has been filed with the
Securities and Exchange Commission (the "Commission") for the registration
under the Securities Act of 1933, as amended (the "Act"), of pass-through
certificates issuable in series, which registration statement has been
declared effective by the Commission. Such registration statement, as
amended to the date of the related Terms Agreement, including any documents
incorporated by reference therein pursuant to Item 12 of Form S-3 under the
Act which were filed under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), on or before the effective date of the Registration
Statement, is hereinafter called the "Registration Statement," and such
prospectus, as such prospectus is supplemented by a prospectus supplement
relating to the Offered Certificates of the related Series, each in the
form first filed after the date of the related Terms Agreement pursuant to
Rule 424(b) under the Act, including any documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the Act which were
filed under the Exchange Act on or before the date of such Prospectus
Supplement (other than any such incorporated documents that relate to
Collateral Term Sheets (as defined herein))(such prospectus supplement,
including such incorporated documents (other than those that relate to
Collateral Term Sheets), in the form first filed after the date of the
related Terms Agreement pursuant to Rule 424(b) is hereinafter called the
"Prospectus Supplement"), is hereinafter called the "Prospectus". Any
reference herein to the terms "amend," "amendment" or "supplement" with
respect to the Registration Statement, the Prospectus or the Prospectus
Supplement shall be deemed to refer to and include the filing of any
document under the Exchange Act after the effective date of the
Registration Statement or the issue date of the Prospectus or Prospectus
Supplement, as the case may be, deemed to be incorporated therein by
reference pursuant to Item 12 of Form S-3 under the Act.
(ii) The related Registration Statement, at the time it became
effective, and the prospectus contained therein, and any amendments thereof
and supplements thereto filed prior to the date of the related Terms
Agreement, conformed in all material respects to the requirements of the
Act and the rules and regulations of the Commission thereunder; on the date
of the related Terms Agreement and on each Closing Date (as defined in
Section 3 below), the related Registration Statement and the related
Prospectus, and any amendments thereof and supplements thereto, will
conform in all material respects to the requirements of the Act and the
rules and regulations of the Commission thereunder; such Registration
Statement, at the time it became effective, did not contain any untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading; such Prospectus, on the date of any filing pursuant to Rule
424(b) and on each Closing Date, will not include any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they are
made, not misleading; and the Detailed Description referred to in such
Prospectus, on each Closing Date and the date of any filing thereof under
cover of Form 8-K, will not include any untrue statement of a material fact
or omit to state any information which such Prospectus states will be
included in such Detailed Description; provided, however, that the Company
makes no representations or warranties as to the information contained in
or omitted from (A) such Registration Statement or such Prospectus (or any
supplement thereto) in reliance upon and in conformity with written
information furnished to the Company by or on behalf of the Underwriter
specifically for use in the preparation thereof or (B) any Current Report
(as defined in Section 5(b) below), or in any amendment thereof or
supplement thereto, incorporated by reference in such Registration
Statement or such Prospectus (or any amendment thereof or supplement
thereto).
(iii) The Certificates of the related Series will conform to the
description thereof contained in the related Prospectus; will each, if
rated at the time of issuance in one of the two highest rating categories
by a nationally recognized statistical rating organization, be when issued
a "mortgage related security" as such term is defined in Section 3(a)(41)
of the Exchange Act, and will each on the related Closing Date be duly and
validly authorized, and, when validly executed, countersigned, issued and
delivered in accordance with the related Pooling and Servicing Agreement
and sold to you as provided herein and in the related Terms Agreement, will
each be validly issued and outstanding and entitled to the benefits of the
related Pooling and Servicing Agreement.
(iv) Neither the issuance nor sale of the Certificates of the related
Series nor the consummation of any other of the transactions herein
contemplated, nor the fulfillment of the terms hereof or of the related
Terms Agreement, will conflict with any statute, order or regulation
applicable to the Company of any court, regulatory body, administrative
agency or governmental body having jurisdiction over the Company or with
any organizational document of the Company or any instrument or any
agreement under which the Company is bound or to which it is a party.
(v) This Agreement and the related Terms Agreement have been duly
authorized, executed and delivered by the Company.
(vi) At or prior to the related Closing Date, the Company will have
entered into the related Pooling and Servicing Agreement and, assuming the
due authorization, execution and delivery thereof by the Trustee, such
Pooling and Servicing Agreement (on such Closing Date) will constitute the
valid and binding agreement of the Company enforceable in accordance with
its terms, subject as to enforceability, to bankruptcy, insolvency,
reorganization or other similar laws affecting creditors' rights and to
general principles of equity (regardless of whether the enforceability of
such Pooling and Servicing Agreement is considered in a proceeding in
equity or at law).
2. Purchase and Sale. Subject to the execution of the Terms Agreement for a
particular Certificate Offering and subject to the terms and conditions and in
reliance upon the representations and warranties set forth in this Agreement and
such Terms Agreement, the Company agrees to sell to the Underwriter, and the
Underwriter agrees to purchase from the Company, all, but not less than all, of
the related Offered Certificates at the purchase price therefor set forth in
such Terms Agreement (the "Purchase Price").
The parties hereto agree that settlement for all securities sold pursuant
to this Agreement 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 of the related Series for sale to the
public as set forth in the related Prospectus.
5. Agreements. The Company agrees with the Underwriter that:
(a) The Company will cause the Prospectus as supplemented by a
Prospectus Supplement relating to the Offered Certificates to be filed
pursuant to Rule 424 under the Act and will promptly advise the Underwriter
when such Prospectus as so supplemented has been so filed, and prior to the
termination of the Certificate Offering to which such Prospectus relates
also will promptly advise the Underwriter (i) when any amendment to the
related Registration Statement specifically relating to such Offered
Certificates shall have become effective or any further supplement to such
Prospectus has been filed, (ii) of any request by the Commission for any
amendment of such Registration Statement or Prospectus or for any
additional information, (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of such Registration Statement or the
institution or threatening of any proceeding for that purpose and (iv) of
the receipt by the Company of any written notification with respect to the
suspension of the qualification of such Offered Certificates for sale in
any jurisdiction or the initiation or threatening of any proceeding for
such purpose. The Company will not file any amendment of the related
Registration Statement or supplement to the related Prospectus (other than
any amendment or supplement specifically relating to one or more Series of
pass-through certificates other than the Series that includes the related
Offered Certificates) unless the Company has furnished the Underwriter with
a copy for its review prior to filing. The Company will use its best
efforts to prevent the issuance of any such stop order and, if issued, to
obtain as soon as possible the withdrawal thereof.
(b) The Company will cause any Computational Materials and any
Structural Term Sheets (each as defined in Section 8 below) with respect to
the Offered Certificates of a Series that are delivered by the Underwriter
to the Company pursuant to Section 8 to be filed with the Commission on a
Current Report on Form 8-K (a "Current Report") pursuant to Rule 13a-11
under the Exchange Act on the business day immediately following the later
of (i) the day on which such Computational Materials and Structural Term
Sheets are delivered to counsel for the Company by the Underwriter prior to
10:30 a.m. and (ii) the date on which this Agreement is executed and
delivered. The Company will cause one Collateral Term Sheet (as defined in
Section 9 below) with respect to the Offered Certificates of a Series that
is delivered by the Underwriter to the Company in accordance with the
provisions of Section 9 to be filed with the Commission on a Current Report
pursuant to Rule 13a-11 under the Exchange Act on the business day
immediately following the day on which such Collateral Term Sheet is
delivered to counsel for the Company by the Underwriter prior to 10:30 a.m.
In addition, if at any time prior to the availability of the related
Prospectus Supplement the Underwriter has delivered to any prospective
investor a Collateral Term Sheet that reflects, in the reasonable judgment
of the Underwriter and the Company, a material change in the
characteristics of the Mortgage Loans for the related Series from those on
which a Collateral Term Sheet with respect to the related Series previously
filed with the Commission was based, the Company will cause any such
Collateral Term Sheet that is delivered by the Underwriter to the Company
in accordance with the provisions of Section 9 to be filed with the
Commission on a Current Report on the business day immediately following
the day on which such Collateral Term Sheet is delivered to counsel for the
Company by the Underwriter prior to 10:30 a.m. In each case, the Company
will promptly advise the Underwriter when such Current Report has been so
filed. Each such Current Report shall be incorporated by reference in the
related Prospectus and the related Registration Statement. Notwithstanding
the five preceding sentences, the Company shall have no obligation to file
any materials provided by the Underwriter pursuant to Sections 8 and 9
which, in the reasonable determination of the Company after making
reasonable efforts to consult with the Underwriter, are not required to be
filed pursuant to the Kidder Letters or the PSA Letter (each as defined in
Section 8 below), or which contain erroneous information or contain any
untrue statement of a material fact or, when read in conjunction with the
Prospectus and Prospectus Supplement, omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading; it being understood, however, that the Company shall have
no obligation to review or pass upon the accuracy or adequacy of, or to
correct, any Computational Materials, Structural Term Sheets or Collateral
Term Sheets provided by the Underwriter to the Company pursuant to Section
8 or Section 9 hereof.
(c) If, at any time when a prospectus relating to the Offered
Certificates of a Series is required to be delivered under the Act, any
event occurs as a result of which the related Prospectus as then amended or
supplemented would include any untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein in
light of the circumstances under which they were made not misleading, or if
it shall be necessary at any time to amend or supplement the related
Prospectus to comply with the Act or the rules thereunder, the Company
promptly will prepare and file with the Commission, subject to paragraph
(a) of this Section 5, an amendment or supplement which will correct such
statement or omission or an amendment which will effect such compliance;
provided, however, that the Company will not be required to file any such
amendment or supplement with respect to any Computational Materials,
Structural Term Sheets or Collateral Term Sheets incorporated by reference
in the Prospectus other than any amendments or supplements of such
Computational Materials or Structural Term Sheets that are furnished to the
Company by the Underwriter pursuant to Section 8(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.
(d) The Company will furnish to the Underwriter and counsel for the
Underwriter, without charge, as many signed copies of the related
Registration Statement (including exhibits thereto) and, so long as
delivery of a prospectus by the Underwriter or dealer may be required by
the Act, as many copies of the related Prospectus and any supplements
thereto (other than exhibits to the related Current Report) as the
Underwriter may reasonably request.
(e) The Company will furnish such information, execute such
instruments and take such actions as may be reasonably requested by the
Underwriter to qualify the Offered Certificates of a Series for sale under
the laws of such jurisdictions as the Underwriter may designate, to
maintain such qualifications in effect so long as required for the
distribution of such Offered Certificates and to determine the legality of
such Offered Certificates for purchase by institutional investors;
provided, however, that the Company shall not be required to qualify to do
business in any jurisdiction where it is not qualified on the date of the
related Terms Agreement or to take any action which would subject it to
general or unlimited service of process in any jurisdiction in which it is
not, on the date of the related Terms Agreement, subject to such service of
process.
(f) So long as the Offered Certificates of a Series are outstanding,
the Company will furnish to the Underwriter copies of the annual
independent public accountants' servicing report furnished to the Trustee
pursuant to Section 3.13 of the related Pooling and Servicing Agreement.
(g) Whether or not the transactions contemplated hereby and by the
related Terms Agreement shall be consummated, the Company shall be
responsible for the payment of any costs and expenses for which details are
submitted, in connection with the performance of its obligations under this
Agreement and the related Terms Agreement, including, without limitation,
(a) the cost and expenses of printing or otherwise reproducing the related
Registration Statement or Prospectus, this Agreement, the related Terms
Agreement, the related Pooling and Servicing Agreement and the Offered
Certificates, and (b) the cost of delivering the related Offered
Certificates to the office of the Underwriter, insured to the satisfaction
of the Underwriter (it being understood that, except as provided in this
paragraph (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:
(i) this Agreement and the related Terms Agreement have been duly
executed and delivered by the Company under the law of the State of
New York;
(ii) the related Pooling and Servicing Agreement has been duly
executed and delivered by the Company under the law of the State of
New York and is a legal, valid and binding agreement of the Company
enforceable against the Company in accordance with its terms;
(iii) the Offered Certificates, when duly executed and
countersigned by the Trustee in accordance with the related Pooling
and Servicing Agreement, will be validly issued and outstanding and
entitled to the benefits of such Pooling and Servicing Agreement;
(iv) the related Pooling and Servicing Agreement is not required
to be qualified under the Trust Indenture Act of 1939, as amended, and
the trust created thereunder is not required to be registered under
the Investment Company Act of 1940, as amended;
(v) such counsel confirms that (based solely upon telephonic
confirmation from a representative of the Commission) the related
Registration Statement is effective under the Act and, to the best of
such counsel's knowledge, no stop order with respect thereto has been
issued, and no proceeding for that purpose has been instituted or
threatened, by the Commission; such Registration Statement (except the
financial statements and schedules and other financial and statistical
data included therein and the documents incorporated by reference
therein, as to which such counsel need express no view), at the time
it became effective and the related Prospectus (except the financial
statements and schedules and the other financial and statistical data
included therein, the documents incorporated by reference therein and
the information included in the second sentence of the antepenultimate
paragraph, the first sentence of the penultimate paragraph, and the
last paragraph of the cover page of such Prospectus Supplement and in
the second and fourth sentences of the first paragraph under the
heading "Plan of Distribution" therein, as to which such counsel need
express no view), as of the date of the Prospectus Supplement,
appeared on their face to be appropriately responsive in all material
respects to the requirements of the Act and the rules and regulations
thereunder; and no information has come to the attention of such
counsel that causes it to believe that (A) such Registration Statement
(except the financial statements and schedules and the other financial
and statistical data included therein and the documents incorporated
by reference therein, as to which such counsel need express no view)
at the time it became effective, contained an untrue statement of a
material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading or (B) such Prospectus or any amendment or supplement
thereto (except the financial statements and schedules and statistical
data included therein, the documents incorporated by reference therein
and the information included in the second sentence of the
antepenultimate paragraph, the first sentence of the penultimate
paragraph, and the last paragraph of the cover page of such Prospectus
Supplement and in the second and fourth sentences of the first
paragraph under the heading "Plan of Distribution" therein, as to
which such counsel need express no view), as of the date of the
Prospectus Supplement or at the related Closing Date, contained or
contains an untrue statement of a material fact or omitted or omits to
state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made,
not misleading;
(vi) the statements set forth under the heading "Description of
the Certificates" in the related Prospectus, insofar as such
statements purport to summarize certain provisions of the related
Pooling and Servicing Agreement and the related Offered Certificates,
provide a fair summary of such provisions;
(vii) the statements set forth in the related Prospectus under
the headings "Certain Legal Aspects of the Mortgage Loans and
Contracts -- The Mortgage Loans", "Certain Federal Income Tax
Consequences" (insofar as they relate specifically to the purchase,
ownership and disposition of the related Offered Certificates) and
"ERISA Considerations" (insofar as they relate specifically to the
purchase, ownership and disposition of such Offered Certificates), to
the extent that they constitute matters of law or legal conclusions,
provide a fair summary of such law or conclusions;
(viii) assuming compliance with all provisions of the related
Pooling and Servicing Agreement, for federal income tax purposes, (A)
if any election is made to treat the assets of the Trust Fund as a
REMIC: the related Trust Fund (and any specified subgrouping therein)
will qualify as a REMIC pursuant to Section 860D of the Internal
Revenue Code of 1986, as amended (the "Code"), each Class of
Certificates of the related Series, other than the related Residual
Class or Classes, will constitute a class of "regular interests" in
the related REMIC within the meaning of the Code, and each Class of
such Certificates specified in the related Prospectus as a Class of
Residual Certificates will constitute the "residual interest" in the
related REMIC within the meaning of the Code; (B) if no such REMIC
election is made: the Trust Fund will be treated as a "grantor trust";
and
(ix) assuming that some or all of the Offered Certificates of the
related Series shall be rated at the time of issuance in one of the
two highest rating categories by a nationally recognized statistical
rating organization, each Offered Certificate so rated will be at the
time of issuance, a "mortgage related security" as such term is
defined in Section 3(a)(41) of the Exchange Act.
Such opinion may express its reliance as to factual matters on the
representations and warranties made by, and on certificates or other
documents furnished by, officers of the parties to this Agreement, the
related Terms Agreement or the related Pooling and Servicing Agreement.
Such opinion may assume the due authorization, execution and delivery of
the instruments and documents referred to therein by the parties thereto
other than the Company. Such opinion may be qualified, insofar as it
concerns the enforceability of the documents referred to therein, to the
extent that such enforceability may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of
creditors' rights in general and by general equity principles (regardless
of whether such enforcement is considered in a proceeding in equity or at
law). Such opinion may be further qualified as expressing no opinion as to
(x) the statements in the related Prospectus under the heading "Certain
Legal Aspects of the Mortgage Loans and Contracts -- The Mortgage Loans"
except insofar as such statements relate to the laws of the State of New
York and the laws of the United States, and (y) the statements in such
Prospectus under the headings "ERISA Considerations" and "Certain Federal
Income Tax Consequences" except insofar as such statements relate to the
laws of the United States. In addition, such opinion may be qualified as an
opinion only on the law of the State of New York and the federal law of the
United States of America.
(c) The General Counsel for the Company shall have furnished to the
Underwriter an opinion, dated the related Closing Date, to the effect that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of New Jersey, with corporate power to own its properties, to conduct
its business as described in the related Prospectus and to enter into
and perform its obligations under this Agreement, the related Terms
Agreement, the related Pooling and Servicing Agreement and the
Certificates of the related Series;
(ii) The Company has full power and authority to sell and service
the related Mortgage Loans as contemplated herein and in the related
Pooling and Servicing Agreement;
(iii) No consent, approval, authorization or order of any court
or governmental agency or body is required for the consummation by the
Company of the transactions contemplated herein or in the related
Pooling and Servicing Agreement, except such as may be required under
the blue sky laws of any jurisdiction and such other approvals as have
been obtained;
(iv) Neither the issuance of the Certificates of the related
Series nor delivery of the related Offered Certificates, nor the
consummation of any other of the transactions contemplated in this
Agreement, the related Terms Agreement or the related Pooling and
Servicing Agreement, nor the fulfillment of the terms of the related
Certificates, the related Pooling and Servicing Agreement, this
Agreement or the related Terms Agreement will conflict with or violate
any term or provision of the articles of incorporation or by-laws of
the Company or any statute, order or regulation applicable to the
Company of any court, regulatory body, administrative agency or
governmental body having jurisdiction over the Company and will not
conflict with, result in a breach or violation or the acceleration of
or constitute a default under the terms of any indenture or other
agreement or instrument known to such counsel to which the Company is
a party or by which it is bound; and
(v) There are no actions, proceedings or investigations pending
or, to the best knowledge of such counsel, threatened before any
court, admini- 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, the
Detailed Description referred to in such Prospectus (excluding any related
Current Report), this Agreement and the related Terms Agreement and that:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of
the related Closing Date with the same effect as if made on such
Closing Date, and the Company has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied
at or prior to such Closing Date;
(ii) no stop order suspending the effectiveness of such
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to their knowledge, threatened; and
(iii) nothing has come to their attention that would lead them to
believe that such Registration Statement (excluding any Current
Report) contains any untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to
make the statements therein not misleading, that the related
Prospectus (excluding any related Current Report) contains any untrue
statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading, or that the Detailed Description referred to in such
Prospectus includes any untrue statement of a material fact or omits
to state any information which the Prospectus states will be included
in such Detailed Description.
(f) Peabody & Arnold, counsel for the Trustee, shall have furnished to
the Underwriter an opinion, dated the related Closing Date, to the effect
that:
(i) the Trustee has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
Commonwealth of Massachusetts with corporate power to own its
properties and conduct its business as presently conducted by it, to
conduct business as a trustee and to enter into and perform its
obligations under the related Pooling and Servicing Agreement;
(ii) the related Pooling and Servicing Agreement has been duly
authorized, executed and delivered by the Trustee and constitutes the
legal, valid and binding agreement of the Trustee enforceable against
the Trustee in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization or other similar
laws affecting the enforcement of creditors' rights generally and to
judicial discretion, and general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law);
(iii) the Trustee has duly accepted its appointment as trustee
under the related Pooling and Servicing Agreement;
(iv) no consent, approval, authorization or order of any
Massachusetts or federal court or government agency or body is
required on the part of the Trustee for the consummation of the
transactions contemplated in the related Pooling and Servicing
Agreement, except such as may be required under any federal or state
securities law; and
(v) the performance on the part of the Trustee of any of the
transactions contemplated in the related Pooling and Servicing
Agreement does not conflict with or result in a breach or violation of
any term or provision of, or constitute a default under, the Articles
of Organization, as amended, or By-Laws of the Trustee, or any
Massachusetts or federal statute or regulation applicable to the
Trustee, or to such counsel's knowledge, any indenture or other
agreement or instrument to which the Trustee is a party or by which it
is bound, or, to such counsel's knowledge, any order of any state or
federal court, regulatory body, administrative agency or governmental
body having jurisdiction over the Trustee.
In addition, such counsel shall furnish to the Underwriter such
opinions as to the treatment of the Trust Fund for purposes of
Massachusetts tax law as are reasonably satisfactory to the
Underwriter.
(g) KPMG Peat Marwick shall have furnished to the Underwriter a
letter, dated as of the date of the related Terms Agreement, in form and
substance satisfactory to the Underwriter, stating in effect that they have
performed certain specified procedures as a result of which they have
determined that such information as the Underwriter may reasonably request
of an accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the general
accounting records of the Company) set forth in the related Prospectus
Supplement under the caption "Delinquency and Foreclosure Experience of the
Company" agrees with the accounting records of the Company, excluding any
questions of legal interpretation.
(h) KPMG Peat Marwick shall have furnished to the Underwriter a
letter, dated as of the related Closing Date, in form and substance
satisfactory to the Underwriter, stating in effect that they have performed
certain specified procedures as a result of which they have determined that
such information as the Underwriter may reasonably request of an
accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the general
accounting records of the Company and which is obtained from an analysis of
a sample of the Mortgage Loans included in the related pool) set forth in
the related Prospectus Supplement under the caption "Description of the
Mortgage Pool and the Mortgaged Properties" or "Description of the Mortgage
Pools and the Mortgaged Properties", as the case may be, and in the
Detailed Description relating to such Prospectus Supplement is mutually
consistent and agrees with the accounting records of the Company and, where
applicable, the related Mortgage Loan files of the Company, excluding any
questions of legal interpretation. In addition, if applicable, such
accountants shall have furnished to the Underwriter a letter, dated as of
the related Closing Date, which shall include a statement or statements to
the effect that based upon the assumptions and methodology agreed to by the
Company (and which is consistent with the manner in which any final PAC
Balances, TAC Balances, Scheduled Balances, Maximum and Minimum Scheduled
Balances or any other scheduled balances are to be calculated as set forth
in the related Prospectus), all of which shall be described by reference in
such letter, such accountants shall have verified the mathematical accuracy
of any final PAC Balances Table, TAC Balances Table, Scheduled Balances
Table, Maximum or Minimum Scheduled Balances Table or other scheduled
balances table attached as an exhibit to the related Pooling and Servicing
Agreement.
(i) KPMG Peat Marwick shall have furnished to the Underwriter and the
Company a letter or letters, dated as of the date of the related Terms
Agreement, in form and substance satisfactory to the Underwriter and the
Company, including, without limitation, statements, if applicable, to the
effect that:
(i) based upon the assumptions and methodology set forth in the
related Prospectus, all of which shall be described by reference in
such letter, they recomputed the percentages of initial principal
balance outstanding as of each of the Distribution Dates (as defined
in such Prospectus) indicated and the weighted average lives of each
Class of Offered Certificates at each of the indicated percentages of
the applicable Prepayment Assumption, and they compared the recomputed
percentages and weighted average lives to the corresponding
percentages and weighted average lives set forth in the related tables
and found them to be in agreement;
(ii) based upon the assumptions and methodology set forth in such
Prospectus, all of which shall be described by reference in such
letter, they have verified the mathematical accuracy of any Scheduled
Final Distribution Dates for the Offered Certificates, PAC Balances,
TAC Balances, Scheduled Balances, Maximum and Minimum Scheduled
Balances or any other scheduled balances set forth in such Prospectus
for each indicated Distribution Date, and have verified the
mathematical accuracy of any initial Effective Ranges of any PAC
Certificates, Scheduled Certificates or other scheduled Certificates
set forth in such Prospectus; and
(iii) based upon the assumptions and methodology set forth in
such Prospectus, all of which shall be described by reference in such
letter, they have verified the mathematical accuracy of the pre-tax
yields to maturity and, if applicable, aggregate cash flows of any
Class of Certificates for which such pre-tax yields and, if
applicable, aggregate cash flows are set forth in such Prospectus at
the indicated percentages of the Prepayment Assumption and, if
applicable, at the indicated values of COFI, LIBOR or any other index,
as applicable.
(j) The Offered Certificates of the related Series shall have received
the ratings specified in the related Terms Agreement (the "Required
Ratings").
(k) Prior to the related Closing Date, the Company shall have
furnished to the Underwriter such further information, certificates and
documents as the Underwriter may reasonably request.
(l) If any Certificates of the related Series are to be sold to any
other underwriter and/or offered in reliance upon an exemption from the
registration requirements of the Act, the sale at or prior to the related
Closing Date of such Certificates to the purchaser thereof shall have
occurred.
(m) Subsequent to the date of the related Terms Agreement, there shall
not have been any change, or any development involving a prospective
change, in or affecting the business or properties of the Company which the
Underwriter concludes in its judgment, after consultation with the Company,
materially impairs the investment quality of the Offered Certificates of
the related Series so as to make it impractical or inadvisable to proceed
with the public offering or the delivery of such Offered Certificates as
contemplated by the related Prospectus.
If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects with respect to the particular Offered
Certificates of a Series when and as provided in this Agreement and the
related Terms Agreement, or if any of the opinions and certificates
mentioned above or elsewhere in this Agreement and the related Terms
Agreement shall not be in all material respects reasonably satisfactory in
form and substance to the Underwriter and its counsel, this Agreement (with
respect to the related Offered Certificates) and the related Terms
Agreement and all obligations of the Underwriter hereunder (with respect to
the related Offered Certificates) and thereunder may be canceled at, or at
any time prior to, the related Closing Date by the Underwriter. Notice of
such cancellation shall be given to the Company in writing, or by telephone
or telegraph confirmed in writing.
7. Indemnification and Contribution. (a) The Company agrees to indemnify
and hold harmless the Underwriter and each person who controls the Underwriter
within the meaning of the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act, or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement relating to the Offered
Certificates of the applicable Series as it became effective or in any amendment
or supplement thereof, or in such Registration Statement or the related
Prospectus, or in any amendment thereof, or in the Detailed Description referred
to in such Prospectus or arise out of or are based upon the omission or alleged
omission (in the case of any Computational Materials and ABS Term Sheets in
respect of which the Company agrees to indemnify the Underwriter, as set forth
below, when such are read in conjunction with the related Prospectus and
Prospectus Supplement) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and agrees
to reimburse each such indemnified party for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that (i) the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein (A) in reliance upon and in conformity with written information
furnished to the Company as herein stated by or on behalf of the Underwriter
specifically for use in connection with the preparation thereof or (B) in any
Current Report or any amendment or supplement thereof, except to the extent that
any untrue statement or alleged untrue statement therein or omission therefrom
results (or is alleged to have resulted) directly from an error (a "Mortgage
Pool Error") in the information concerning the characteristics of the Mortgage
Loans furnished by the Company to the Underwriter in writing or by electronic
transmission that was used in the preparation of either (x) any Computational
Materials or ABS Term Sheets (as defined in Section 9 below) (or amendments or
supplements thereof) included in such Current Report (or amendment or supplement
thereof) or (y) any written or electronic materials furnished to prospective
investors on which the Computational Materials (or amendments or supplements)
were based, (ii) such indemnity with respect to any Corrected Statement (as
defined below) in such Prospectus (or supplement thereto) shall not inure to the
benefit of the Underwriter (or any person controlling the Underwriter) from whom
the person asserting any loss, claim, damage or liability purchased the
Certificates of the related Series that are the subject thereof if such person
did not receive a copy of a supplement to such Prospectus at or prior to the
confirmation of the sale of such Certificates and the untrue statement or
omission of a material fact contained in such Prospectus (or supplement thereto)
was corrected (a "Corrected Statement") in such other supplement and such
supplement was furnished by the Company to the Underwriter prior to the delivery
of such confirmation, and (iii) such indemnity with respect to any Mortgage Pool
Error shall not inure to the benefit of the Underwriter (or any person
controlling the Underwriter) from whom the person asserting any loss, claim,
damage or liability received any Computational Materials or ABS Term Sheets (or
any written or electronic materials on which the Computational Materials are
based) that were prepared on the basis of such Mortgage Pool Error, if, prior to
the time of confirmation of the sale of the applicable Certificates to such
person, the Company notified the Underwriter in writing of the Mortgage Pool
Error or provided in written or electronic form information superseding or
correcting such Mortgage Pool Error (in any such case, a "Corrected Mortgage
Pool Error"), and the Underwriter failed to notify such person thereof or to
deliver to such person corrected Computational Materials (or underlying written
or electronic materials) or ABS Term Sheets. This indemnity agreement will be in
addition to any liability which the Company may otherwise have.
(b) The Underwriter agrees to indemnify and hold harmless the Company,
each of its directors, each of its officers who signs the Registration
Statement relating to the Offered Certificates of the applicable Series,
and each person who controls the Company within the meaning of the Act or
the Exchange Act to the same extent as the foregoing indemnities from the
Company to the Underwriter, but only with reference to (A) written
information furnished to the Company by or on behalf of the Underwriter
specifically for use in the preparation of the documents referred to in the
foregoing indemnity with respect to the related Series, or (B) any
Computational Materials or ABS Term Sheets (or amendments or supplements
thereof) furnished to the Company by the Underwriter pursuant to Section 8
and incorporated by reference in such Registration Statement or the related
Prospectus or any amendment or supplement thereof (except that no such
indemnity shall be available for any losses, claims, damages or
liabilities, or actions in respect thereof, resulting from any Mortgage
Pool Error, other than a Corrected Mortgage Pool Error). This indemnity
agreement will be in addition to any liability which the Underwriter may
otherwise have. The Company acknowledges that the statements set forth in
the second sentence of the ante-penultimate paragraph, the first sentence
of the penultimate paragraph, and in the last paragraph appearing on the
cover page of the related Prospectus Supplement as such statements relate
to such Offered Certificates and the second sentence of the first paragraph
under the heading "Plan of Distribution" in such Prospectus Supplement as
such statements relate to such Offered Certificates constitute the only
information furnished in writing by or on behalf of the Underwriter for
inclusion in the related Prospectus (other than any Computational Materials
or ABS Term Sheets (or amendments or supplements thereof) furnished to the
Company by the Underwriter), and the Underwriter confirms that such
statements are correct.
(c) Promptly after receipt by an indemnified party under Section 7 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
this Section 7, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party otherwise than under this Section 7. In case any such action is
brought against any indemnified party, and it notifies the indemnifying
party of the commencement thereof, the indemnifying party will be entitled
to participate therein, and to the extent that it may elect by written
notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party; provided,
however, that if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses available
to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate counsel to assert
such legal defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon receipt of
notice from the indemnifying party to such indemnified party of its
election so to assume the defense of such action and approval by the
indemnified party of counsel, the indemnifying party will not be liable to
such indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof unless (i) the indemnified party shall have employed
separate counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it being
understood, however, that the indemnifying party shall not be liable for
the expenses of more than one separate counsel approved by the indemnified
party in the case of subparagraph (a) or (b), representing the indemnified
parties under subparagraph (a) or (b), who are parties to such action),
(ii) the indemnifying party shall not have employed counsel satisfactory to
the indemnified party to represent the indemnified party within a
reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party; and except
that, if clause (i) or (iii) is applicable, such liability shall be only in
respect of the counsel referred to in such clause (i) or (iii).
(d) If the indemnification provided for in paragraph (a) or (b) of
this Section 7 is due in accordance with its terms but is for any reason
held by a court to be unavailable from the Company or the Underwriter, on
grounds of policy or otherwise, or if the indemnified party failed to give
notice under paragraph (c) of this Section 7 in respect of a claim
otherwise subject to indemnification in accordance with paragraph (a) or
(b) of this Section 7, the Company and the Underwriter shall contribute to
the aggregate losses, claims, damages and liabilities (including legal and
other expenses reasonably incurred in connection with investigating or
defending same) to which the Company and the Underwriter may be subject, as
follows:
(i) in the case of any losses, claims, damages and liabilities
(or actions in respect thereof) which do not arise out of or are not
based upon any untrue statement or omission of a material fact in any
Computational Materials or ABS Term Sheets (or any amendments or
supplements thereof), in such proportion so that the Underwriter is
responsible for that portion represented by the difference between the
proceeds to the Company in respect of the Offered Certificates
appearing on the cover page of the Prospectus Supplement for the
related Series and the total proceeds received by the Underwriter from
the sale of such Offered Certificates (the "Underwriting Discount"),
and the Company is responsible for the balance; provided, however,
that in no case shall the Underwriter be responsible under this
subparagraph (i) for any amount in excess of such Underwriting
Discount applicable to the Offered Certificates purchased by the
Underwriter pursuant to this Agreement and the related Terms
Agreement; and
(ii) in the case of any losses, claims, damages and liabilities
(or actions in respect thereof) which arise out of or are based upon
any untrue statement or omission of a material fact in any
Computational Materials or ABS Term Sheets (or any amendments or
supplements thereof) or in any written or electronic materials on
which the Computational Materials are based, in such proportion as is
appropriate to reflect the relative fault of the Company on the one
hand and the Underwriter on the other in connection with the
statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof) as well as any other
relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact in such Computational Materials or
ABS Term Sheets (or any amendments or supplements thereof or such
written or electronic materials) results from information prepared by
the Company on the one hand or the Underwriter on the other and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
Notwithstanding anything to the contrary in this Section 7(d), no
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section 7, each person who controls the Underwriter
within the meaning of either the Act or the Exchange Act shall have
the same rights to contribution as the Underwriter, and each person
who controls the Company within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall have signed the
Registration Statement and each director of the Company shall have the
same rights to contribution as the Company, subject in each case to
the immediately preceding sentence of this paragraph (d).
8. Computational Materials and Structural Term Sheets. (a) Not later than
10:30 a.m., New York time, on the business day before the date on which the
Current Report relating to the Offered Certificates of a Series is required to
be filed by the Company with the Commission pursuant to Section 5(b) hereof, the
Underwriter shall deliver to the Company five complete copies of all materials
provided by the Underwriter to prospective investors in such Offered
Certificates which constitute (i) "Computational Materials" within the meaning
of the no-action letter dated May 20, 1994 issued by the Division of Corporation
Finance of the Commission to Kidder, Peabody Acceptance Corporation I, Kidder,
Peabody & Co. Incorporated, and Kidder Structured Asset Corporation and the
no-action letter dated May 27, 1994 issued by the Division of Corporation
Finance of the Commission to the Public Securities Association (together, the
"Kidder Letters"), the filing of which material is a condition of the relief
granted in such letter (such materials being the "Computational Materials") and
(ii) "Structural Term Sheets" within the meaning of the no-action letter dated
February 17, 1995 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (the "PSA Letter"), the filing
of which material is a condition of the relief granted in such letter (such
materials being the "Structural Term Sheets"). Each delivery of Computational
Materials and Structural Term Sheets to the Company pursuant to this paragraph
(a) shall be effected by delivering four copies of such materials to counsel for
the Company on behalf of the Company at the address specified in Section 3
hereof and one copy of such materials to the Company.
(b) The Underwriter represents and warrants to and agrees with the
Company, as of the date of the related Terms Agreement and as of the
Closing Date, that:
(i) the Computational Materials furnished to the Company pursuant
to Section 8(a) constitute (either in original, aggregated or
consolidated form) all of the materials furnished to prospective
investors by the Underwriter prior to the time of delivery thereof to
the Company that are required to be filed with the Commission with
respect to the related Offered Certificates in accordance with the
Kidder Letters, and such Computational Materials comply with the
requirements of the Kidder Letters;
(ii) the Structural Term Sheets furnished to the Company pursuant
to Section 8(a) constitute all of the materials furnished to
prospective investors by the Underwriter prior to the time of delivery
thereof to the Company that are required to be filed with the
Commission as "Structural Term Sheets" with respect to the related
Offered Certificates in accordance with the PSA Letter, and such
Structural Term Sheets comply with the requirements of the PSA Letter;
(iii) on the date any such Computational Materials or Structural
Term Sheets with respect to such Offered Certificates (or any written
or electronic materials furnished to prospective investors on which
the Computational Materials are based) were last furnished to each
prospective investor and on the date of delivery thereof to the
Company pursuant to Section 8(a) and on the related Closing Date, such
Computational Materials (or such other materials) or Structural Term
Sheets did not and will not include any untrue statement of a material
fact or, when read in conjunction with the related Prospectus and
Prospectus Supplement, omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading;
(iv) 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).
(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 untrue statement of a material fact or, when read in conjunction with
the related Prospectus and Prospectus Supplement, omits to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading; it being understood, however, that the Company
shall have no obligation to review or pass upon the accuracy or adequacy
of, or to correct, any such amendment or supplement provided by the
Underwriter to the Company pursuant to this paragraph (e) or (ii) such
filing is not required under the Act.
9. Collateral Term Sheets. (a) Prior to the delivery of any "Collateral
Term Sheet" within the meaning of the PSA Letter, the filing of which material
is a condition of the relief granted in such letter (such material being the
"Collateral Term Sheets"), to a prospective investor in any Offered
Certificates, the Underwriter shall, in order to facilitate the timely filing of
such material with the Commission, notify the Company and its counsel by
telephone of its intention to deliver such materials and the approximate date on
which the first such delivery of such materials is expected to occur. Not later
than 10:30 a.m., New York time, on the business day immediately following the
date on which any Collateral Term Sheet was first delivered to a prospective
investor in such Offered Certificates, the Underwriter shall deliver to the
Company five complete copies of all materials provided by the Underwriter to
prospective investors in such Offered Certificates which constitute "Collateral
Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant
to this paragraph (a) shall be effected by delivering four copies of such
materials to counsel for the Company on behalf of the Company at the address
specified in Section 3 hereof and one copy of such materials to the Company.
(Collateral Term Sheets and Structural Term Sheets are, together, referred to
herein as "ABS Term Sheets.") At the time of each such delivery, the Underwriter
shall indicate in writing that the materials being delivered constitute
Collateral Term Sheets, and, if there has been any prior such delivery with
respect to the related Series, shall indicate whether such materials differ in
any material respect from any Collateral Term Sheets previously delivered to the
Company with respect to such Series pursuant to this Section 9(a) as a result of
the occurrence of a material change in the characteristics of the related
Mortgage Loans.
(b) The Underwriter represents and warrants to and agrees with the
Company as of the date of the related Terms Agreement and as of the Closing
Date, that:
(i) The Collateral Term Sheets furnished to the Company pursuant
to Section 9(a) constitute all of the materials furnished to
prospective investors by the Underwriter prior to time of delivery
thereof to the Company that are required to be filed with the
Commission as "Collateral Term Sheets" with respect to the related
Offered Certificates in accordance with the PSA Letter, and such
Collateral Term Sheets comply with the requirements of the PSA Letter;
(ii) On the date any such Collateral Term Sheets with respect to
such Offered Certificates were last furnished to each prospective
investor and on the date of delivery thereof to the Company pursuant
to Section 9(a) and on the related Closing Date, such Collateral Term
Sheets did not and will not include any untrue statement of a material
fact or, when read in conjunction with the Prospectus and Prospectus
Supplement, omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
and
(iii) the Underwriter has not represented to any prospective
investor that any Collateral Term Sheets with respect to any Series
were prepared or disseminated on behalf of the Company, and, except as
otherwise disclosed by the Underwriter to the Company in writing prior
to the date hereof, all Collateral Term Sheets previously furnished to
prospective investors included a disclaimer to the effect set forth in
Section 8(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 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 the related Prospectus and Prospectus Supplement, omit to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading. The Company shall have no obligation
to file such amendment or supplement if the Company determines that (i)
such amendment or supplement contains any untrue statement of a material
fact or, when read in conjunction with the related Prospectus and
Prospectus Supplement, omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; it
being understood, however, that the Company shall have no obligation to
review or pass upon the accuracy or adequacy of, or to correct, any such
amendment or supplement provided by the Underwriter to the Company pursuant
to this paragraph (d) or (ii) such filing is not required under the Act.
10. Termination. This Agreement (with respect to a particular Certificate
Offering) and the related Terms Agreement shall be subject to termination in the
absolute discretion of the Underwriter, by notice given to the Company prior to
delivery of and payment for the related Offered Certificates, if prior to the
related Closing Date (i) trading in securities generally on the New York Stock
Exchange shall have been suspended or materially limited, (ii) a general
moratorium on commercial banking activities in New York shall have been declared
by either federal or New York State authorities, or (iii) there shall have
occurred any outbreak or material escalation of hostilities or other calamity or
crisis the effect of which on the financial markets of the United States is such
as to make it, in the reasonable judgment of the Underwriter, impracticable to
market such Offered Certificates.
11. Representations and Indemnities to Survive Delivery. The agreements,
representations, warranties, indemnities and other statements of the Company or
its officers and of the Underwriter set forth in or made pursuant to this
Agreement and the related Terms Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of the Underwriter or the
Company or any of the officers, directors or controlling persons referred to in
Section 7 hereof, and will survive delivery of and payment for the related
Offered Certificates. The provisions of Section 7 hereof shall survive the
termination or cancellation of this Agreement and the related Terms Agreement.
12. Successors. This Agreement and the related Terms Agreement will inure
to the benefit of and be binding upon the parties hereto and thereto and their
respective successors and the officers, directors and controlling persons
referred to in Section 7 hereof, and their successors and assigns, and no other
person will have any right or obligation hereunder or thereunder. No purchaser
of any Offered Certificate from the Underwriter shall be deemed a successor or
assign by reason of such purchase.
13. APPLICABLE LAW. THIS AGREEMENT AND THE RELATED TERMS AGREEMENT WILL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.
14. Miscellaneous. This Agreement, as supplemented by the related Terms
Agreement, supersedes all prior and contemporaneous agreements and
understandings relating to the subject matter hereof. This Agreement and the
related Terms Agreement or any term of each may not be changed, waived,
discharged or terminated except by an affirmative written agreement made by the
party against whom enforcement of the change, waiver, discharge or termination
is sought. The headings in this Agreement and the related Terms Agreement are
for purposes of reference only and shall not limit or otherwise affect the
meaning hereof or thereof.
15. Notices. All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Underwriter, will be delivered to it at the
address first above written; or if sent to the Company, will be delivered to GE
Capital Mortgage Services, Inc., Three Executive Campus, Cherry Hill, New Jersey
08002, Attention: General Counsel.
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the undersigned a counterpart hereof, whereupon this
letter and your acceptance shall represent a binding agreement between the
Company and the Underwriter.
Very truly yours,
GE CAPITAL MORTGAGE SERVICES, INC.
By:_______________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.
CS FIRST BOSTON CORPORATION
By:________________________________
Name:
Title:
<PAGE>
EXHIBIT A
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1999-2
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 February 17, 1999
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 1999-2
Certificates specified in Section 2(a) hereof (the "Offered Certificates"). This
Terms Agreement supplements and modifies the Underwriting Agreement solely as it
relates to the purchase and sale of the Offered Certificates described below.
The Series 1999-2 Certificates are registered with the Securities and Exchange
Commission by means of an effective Registration Statement (No. 333-51151).
Capitalized terms used and not defined herein have the meanings given them in
the Underwriting Agreement.
Section 1. The Mortgage Pool: The Series 1999-2 Certificates shall evidence
the entire beneficial ownership interest in a mortgage pool (the "Mortgage
Pool") of conventional, fixed rate, fully amortizing, first lien one- to
four-family residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of February 1, 1998 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pool: $293,121,871.36
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 $285,000,000 or greater than $315,000,000.
(b) Original Terms to Maturity: The original term to maturity of
substantially all of the Mortgage Loans included in the Mortgage Pool shall
be between 20 and 30 years.
Section 2. The Certificates: The Offered Certificates shall be issued as
follows:
(a) Classes: The Offered Certificates shall be issued with the
following Class designations, interest rates and principal balances,
subject in the aggregate to the variance referred to in Section 1(a):
Principal Interest Class Purchase
Class Balance Rate Price Percentage
- ----- ------- ---- ----------------
Class M $6,155,000 6.50% 98.640786%
Class B1 2,199,000 6.50 96.886617
Class B2 1,319,000 6.50 89.072836
(b) The Offered Certificates shall have such other characteristics as
described in the related Prospectus.
Section 3. Purchase Price: The Purchase Price for each Class of the Offered
Certificates shall be the Class Purchase Price Percentage therefor (as set forth
in Section 2(a) above) of the initial Class Certificate Principal Balance
thereof plus accrued interest at the initial interest rate per annum from and
including the Cut-off Date up to, but not including, February 25, 1999 (the
"Closing Date").
Section 4. Required Ratings: The Class M, Class B1 and Class B2
Certificates shall have received Required Ratings of "AA," "A" and "BBB,"
respectively, from Fitch IBCA, Inc.
Section 5. Tax Treatment: One or more elections will be made to treat the
assets of the Trust Fund as a REMIC.
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the undersigned a counterpart hereof, whereupon this
letter and your acceptance shall represent a binding agreement between the
Underwriter and the Company.
Very truly yours,
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:
================================================================================
GE CAPITAL MORTGAGE SERVICES, INC.,
Seller and Servicer
and
STATE STREET BANK AND TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 1999
REMIC Multi-Class Pass-Through Certificates,
Series 1999-2
================================================================================
<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 ......................................... 36
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 .................................... 44
Section 3.02. Collection of Certain Mortgage Loan Payments; Mortgage Loan
Payment Record; Certificate Account ........................... 48
Section 3.03. Collection of Taxes, Assessments and Other Items .............. 51
Section 3.04. Permitted Debits to the Mortgage Loan Payment Record .......... 51
Section 3.05. Maintenance of the Primary Insurance Policies ................. 52
Section 3.06. Maintenance of Hazard Insurance ............................... 53
Section 3.07. Assumption and Modification Agreements ........................ 54
Section 3.08. Realization Upon Defaulted Mortgage Loans ..................... 54
Section 3.09. Trustee to Cooperate; Release of Mortgage Files ............... 57
Section 3.10. Servicing Compensation; Payment of Certain Expenses
by the Company ................................................ 58
Section 3.11. Reports to the Trustee; Certificate Account Statements ........ 58
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 .................................. 59
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 .......................................... 64
Section 4.04. Monthly Advances; Purchases of Defaulted Mortgage Loans ....... 66
Section 4.05. Statements to Certificateholders .............................. 67
Section 4.06. Servicer's Certificate ........................................ 69
Section 4.07. Reports of Foreclosures and Abandonments of
Mortgaged Property ............................................ 69
Section 4.08. Reduction of 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 ......... 71
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 ........................................ 78
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 ............. 80
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 ............................ 83
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 .................................. 86
Section 8.05. The Company to Pay Trustee's Fees and Expenses ................ 86
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 ................. 88
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 ............................... 94
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 February 1, 1999, between
GE CAPITAL MORTGAGE SERVICES, INC., a corporation organized and existing under
the laws of the State of New Jersey, and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts banking corporation, as Trustee.
W I T N E S S E T H T H A T :
In consideration of the mutual agreements herein contained, GE Capital
Mortgage Services, Inc. and State Street Bank and Trust Company agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
following meanings:
Accretion Directed Certificate: None.
Accretion Directed Component: None.
Accretion Termination Date: None.
Accrual Amount: As to any Class of Accrual Certificates and any Accrual
Component and each Distribution Date through the related Accretion Termination
Date, the sum of (x) any amount of Accrued Certificate Interest allocable to
such Class or Component pursuant to Section 4.01(a)(i) on such Distribution Date
and (y) any amount of Unpaid Class Interest Shortfall allocable to such Class or
Component pursuant to Section 4.01(a)(ii) on such Distribution Date, to the
extent that such amounts are distributed to any Accretion Directed Certificates
and any Accretion Directed Components pursuant to Section 4.01(e). As to any
Class of Accrual Certificates and any Accrual Component and each Distribution
Date after the related Accretion Termination Date, zero.
Accrual Certificates: None.
Accrual Component: None.
Accrued Certificate Interest: As to any Distribution Date and any Class of
Certificates (other than any Class of Principal Only Certificates and any Class
of Certificates consisting of Specified Components), interest accrued during the
related Interest Accrual Period at the applicable Certificate Interest Rate on
the Class Certificate Principal Balance (or, in the case of any Class of
Notional Certificates, on the aggregate Notional Principal Balance) thereof
immediately prior to such Distribution Date, calculated on the basis of a
360-day year consisting of twelve 30-day months. As to any Distribution Date and
any Specified Component (other than any Principal Only Component), interest
accrued during the related Interest Accrual Period at the applicable Component
Interest Rate on the Component Principal Balance (or Notional Component
Principal Balance) thereof immediately prior to such Distribution Date,
calculated on the basis of a 360-day year consisting of twelve 30-day months. As
to any Distribution Date and any Class of Certificates consisting of Specified
Components, the aggregate of Accrued Certificate Interest on such Specified
Components for such Distribution Date.
Accrued Certificate Interest on each Class of Certificates (other than any
Class of Principal Only Certificates and any Class of Certificates consisting of
Specified Components) and any Specified Component (other than any Principal Only
Component) shall be reduced by such Class's or Specified Component's share of
the amount of any Net Interest Shortfall and Certificate Interest Losses for
such Distribution Date. Any Net Interest Shortfall and Certificate Interest
Losses shall be allocated among (x) the Classes of Certificates (other than any
Class of Principal Only Certificates and any Class of Certificates consisting of
Specified Components) and (y) the Specified Components (other than any Principal
Only Component) of any Component Certificate in proportion to the respective
amounts of Accrued Certificate Interest that would have resulted absent such
shortfall or losses.
Additional Collateral: With respect to any Mortgage 100SM Loan, the
marketable securities held from time to time as security for the repayment of
such Mortgage 100SM Loan and any related collateral. With respect to any Parent
PowerSM Loan, the third-party guarantee for such Parent PowerSM Loan, together
with (i) any marketable securities held from time to time as security for the
performance of such guarantee and any related collateral or (ii) any mortgaged
property securing the performance of such guarantee, the related home equity
line of credit loan and any related collateral.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Allocable Share: (a) As to any Distribution Date and amounts distributable
pursuant to clauses (i) and (iii) of the definition of Junior Optimal Principal
Amount, and as to each Class of Junior Certificates, the fraction, expressed as
a percentage, the numerator of which is the Class Certificate Principal Balance
of such Class and the denominator of which is the aggregate Class Certificate
Principal Balance of the Junior Certificates.
(b) As to any Distribution Date and amounts distributable pursuant to
clauses (ii), (iv) and (v) of the definition of Junior Optimal Principal Amount,
and as to the Class M Certificates and each Class of Class B Certificates for
which the related Prepayment Distribution Trigger has been satisfied on such
Distribution Date, the fraction, expressed as a percentage, the numerator of
which is the Class Certificate Principal Balance of such Class and the
denominator of which is the aggregate Class Certificate Principal Balance of all
such Classes. As to any Distribution Date and each Class of Class B Certificates
for which the related Prepayment Distribution Trigger has not been satisfied on
such Distribution Date, 0%.
Amortization Payment: As to any REO Mortgage Loan and any month, the
payment of principal and accrued interest due in such month in accordance with
the terms of the related Mortgage Note as contemplated by Section 3.08(b).
Amount Held for Future Distribution: As to each Distribution Date, the
total of all amounts credited to the Mortgage Loan Payment Record as of the
preceding Determination Date on account of (i) Principal Prepayments, Insurance
Proceeds and Liquidation Proceeds received subsequent to the preceding
Prepayment Period applicable to such receipts, and (ii) monthly payments of
principal and interest due subsequent to the preceding Due Date.
Anniversary Determination Date: The Determination Date occurring in March
of each year that the Certificates are outstanding, commencing in March 2000.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Proprietary Lease from the Mortgagor to the originator
of the Cooperative Loan.
Assumed Monthly Payment Reduction: As of any Anniversary Determination Date
and as to any Non-Primary Residence Loan remaining in the Mortgage Pool whose
original principal balance was 80% or greater of the Original Value thereof, the
excess of (i) the Monthly Payment thereof calculated on the assumption that the
Mortgage Rate thereon was equal to the weighted average (by principal balance)
of the Remittance Rates of all Outstanding Mortgage Loans (the "Weighted Average
Rate") as of such Anniversary Determination Date over (ii) the Monthly Payment
thereof calculated on the assumption that the Remittance Rate thereon was equal
to the Weighted Average Rate less 1.25% per annum.
Available Funds: As to each Distribution Date, an amount equal to the sum
of (i) all amounts credited to the Mortgage Loan Payment Record pursuant to
Section 3.02 as of the preceding Determination Date, (ii) any Monthly Advance
and any Compensating Interest Payment for such Distribution Date, (iii) the
Purchase Price of any Defective Mortgage Loans and Defaulted Mortgage Loans
deposited in the Certificate Account on the Business Day preceding such
Distribution Date (including any amounts deposited in the Certificate Account in
connection with any substitution of a Mortgage Loan as specified in Section
2.03(b)), and (iv) the purchase price of any defaulted Mortgage Loan purchased
under an agreement entered into pursuant to Section 3.08(e) as of the end of the
preceding Prepayment Period less the sum of (x) the Amount Held for Future
Distribution, (y) the amount of any Unanticipated Recovery credited to the
Mortgage Loan Payment Record pursuant to clause (vi) of Section 3.02(b), and (z)
amounts permitted to be debited from the Mortgage Loan Payment Record pursuant
to clauses (i) through (vii) and (ix) of Section 3.04.
Bankruptcy Coverage Termination Date: The Distribution Date upon which the
Bankruptcy Loss Amount has been reduced to zero or a negative number (or the
Cross-Over Date, if earlier).
Bankruptcy Loss Amount: As of any Determination Date prior to the first
Anniversary Determination Date, the Bankruptcy Loss Amount shall equal $100,000,
as reduced by the aggregate amount of Deficient Valuations and Debt Service
Reductions since the Cut-off Date. As of any Determination Date after the first
Anniversary Determination Date, other than an Anniversary Determination Date,
the Bankruptcy Loss Amount shall equal the Bankruptcy Loss Amount on the
immediately preceding Anniversary Determination Date as reduced by the aggregate
amount of Deficient Valuations and Debt Service Reductions since such preceding
Anniversary Determination Date. As of any Anniversary Determination Date, the
Bankruptcy Loss Amount shall equal the lesser of (x) the Bankruptcy Loss Amount
as of the preceding Determination Date as reduced by any Deficient Valuations
and Debt Service Reductions for the preceding Distribution Date, and (y) the
greater of (i) the Fitch Formula Amount for such Anniversary Determination Date
and (ii) the Formula Amount for such Anniversary Determination Date.
The Bankruptcy Loss Amount may be further reduced by the Company (including
accelerating the manner in which such coverage is reduced) provided that prior
to any such reduction, the Company shall obtain written confirmation from each
Rating Agency that such reduction shall not adversely affect the then-current
rating assigned to the related Classes of Certificates by such Rating Agency and
shall provide a copy of such written confirmation to the Trustee.
Base Servicing Fee: As to any Mortgage Loan and Distribution Date, an
amount equal to the product of (i) the Scheduled Principal Balance of such
Mortgage Loan as of the Due Date in the preceding calendar month and (ii) the
Base Servicing Fee Rate for such Mortgage Loan. The Base Servicing Fee for any
Distribution Date is subject to adjustment pursuant to Section 3.08(d) (with
respect to a Realized Loss) or the definition of Interest Loss (with respect to
the interest portion of a Debt Service Reduction).
Base Servicing Fee Rate: As to any Mortgage Loan, the per annum rate
identified as such for such Mortgage Loan and set forth in the Mortgage Loan
Schedule.
BBA: The British Bankers' Association.
BIF: The Bank Insurance Fund of the FDIC, or its successor in interest.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee, ownership of which is reflected on the books of the
Depository or on the books of a person maintaining an account with such
Depository (directly or as an indirect participant in accordance with the rules
of such Depository). As of the Closing Date, each Class of Certificates, other
than the Class B3, Class B4, Class B5, Class R and Class PO Certificates,
constitutes a Class of Book-Entry Certificates.
Book-Entry Nominee: As defined in Section 5.02(b).
Business Day: Any day other than a Saturday or a Sunday, or a day on which
banking institutions in New York City or the city in which the Corporate Trust
Office is located are authorized or obligated by law or executive order to be
closed.
Buydown Funds: Funds contributed by the Mortgagor or another source in
order to reduce the interest payments required from the Mortgagor for a
specified period in specified amounts.
Buydown Mortgage Loan: Any Mortgage Loan as to which the Mortgagor pays
less than the full monthly payment specified in the Mortgage Note during the
Buydown Period and the difference between the amount paid by the Mortgagor and
the amount specified in the Mortgage Note is paid from the related Buydown
Funds.
Buydown Period: The period during which Buydown Funds are required to be
applied to the related Buydown Mortgage Loan.
Certificate: Any one of the certificates signed and countersigned by the
Trustee in substantially the forms attached hereto as Exhibit A.
Certificate Account: The trust account or accounts created and maintained
with the Trustee pursuant to Section 3.02 and which must be an Eligible Account.
Certificate Interest Loss: (i) On or prior to the Cross-Over Date, any
Interest Loss in respect of an Excess Loss and (ii) after the Cross-Over Date,
any Interest Loss, in each case to the extent such Interest Loss is allocable to
the Certificates in accordance with Section 3.08(d) (with respect to a Realized
Loss) or the definition of Interest Loss (with respect to the interest portion
of a Debt Service Reduction).
Certificate Interest Rate: With respect to any Class of Certificates, other
than any LIBOR Certificates, and as of any Distribution Date, the per annum
fixed rate specified or described in Section 5.01(b). With respect to any Class
of LIBOR Certificates, the per annum variable rate at any time at which interest
accrues on the Certificates of such Class, as determined pursuant to Section
5.01(e).
Certificate Owner: With respect to any Book-Entry Certificate, the person
who is the beneficial owner thereof.
Certificate Principal Balance: As to any Certificate other than a Notional
Certificate, and as of any Distribution Date, the Initial Certificate Principal
Balance of such Certificate (plus, in the case of any Accrual Certificate, its
Percentage Interest of any related Accrual Amount for each previous Distribution
Date) less the sum of (i) all amounts distributed with respect to such
Certificate in reduction of the Certificate Principal Balance thereof on
previous Distribution Dates pursuant to Section 4.01, (ii) any Realized Losses
allocated to such Certificate on previous Distribution Dates pursuant to Section
4.03(b) and (c), and (iii) in the case of a Subordinate Certificate, such
Certificate's Percentage Interest of the Subordinate Certificate Writedown
Amount allocated to such Certificate on previous Distribution Dates. The
Notional Certificates are issued without Certificate Principal Balances.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Certificateholder or Holder: The person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
giving any consent pursuant to this Agreement, a Certificate of any Class to the
extent that the Company or any affiliate is the Certificate Owner or Holder
thereof (except to the extent the Company or any affiliate thereof shall be the
Certificate Owner or Holder of all Certificates of such Class), shall be deemed
not to be outstanding and the Percentage Interest (or Voting Rights) evidenced
thereby shall not be taken into account in determining whether the requisite
amount of Percentage Interests (or Voting Rights) necessary to effect any such
consent has been obtained; provided, however, that in determining whether the
Trustee shall be protected in relying on such consent only the Certificates that
the Trustee knows to be so held shall be so disregarded.
Class: All Certificates bearing the same class designation.
Class B Certificate: Any Class B1, Class B2, Class B3, Class B4 or Class B5
Certificate.
Class Certificate Principal Balance: As to any Class of Certificates, other
than any Class of Notional Certificates, and as of any date of determination,
the aggregate of the Certificate Principal Balances of all Certificates of such
Class. The Class Certificate Principal Balance of each such Class of
Certificates as of the Closing Date is specified in Section 5.01(b).
Class Interest Shortfall: As to any Distribution Date and any Class of
Certificates (other than any Class of Principal Only Certificates or any Class
consisting of Specified Components) or any Specified Component, any amount by
which the amount distributed to Holders of such Class of Certificates or in
respect of such Specified Component (or added to the Class Certificate Principal
Balance of any Class of Accrual Certificates or to the Component Principal
Balance of any Accrual Component constituting a Specified Component) on such
Distribution Date pursuant to Section 4.01(a)(i) is less than the Accrued
Certificate Interest thereon or in respect thereof for such Distribution Date.
As to any Distribution Date and any Class of Certificates consisting of
Specified Components, the sum of the Class Interest Shortfalls for such
Components on such date.
Class PO Deferred Amount: As to any Distribution Date on or prior to the
Cross-Over Date, the aggregate of the applicable PO Percentage of the principal
portion of each Realized Loss, other than any Excess Loss, to be allocated to
the Class PO Certificates on such Distribution Date or previously allocated to
the Class PO Certificates and not yet paid to the Holders of the Class PO
Certificates pursuant to Section 4.01(a)(iv).
Closing Date: February 25, 1999.
Code: The Internal Revenue Code of 1986, as it may be amended from time to
time, any successor statutes thereto, and applicable U.S. Department of the
Treasury temporary or final regulations promulgated thereunder.
COFI: The monthly weighted average cost of funds for savings institutions
the home offices of which are located in Arizona, California, or Nevada that are
member institutions of the Eleventh Federal Home Loan Bank District, as computed
from statistics tabulated and published by the Federal Home Loan Bank of San
Francisco in its monthly Information Bulletin.
COFI Certificates: None.
COFI Determination Date: As to each Interest Accrual Period for any COFI
Certificates, the last Business Day of the calendar month preceding the
commencement of such Interest Accrual Period.
Company: GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey, or its successor in interest
or, if any successor servicer is appointed as herein provided, then such
successor servicer.
Compensating Interest Payment: With respect to any Distribution Date, an
amount equal to the aggregate of the Interest Shortfalls described in clauses
(a) and (b) of the definition thereof with respect to such Distribution Date;
provided, however, that such amount shall not exceed the lesser of (i) an amount
equal to the product of (x) the Pool Scheduled Principal Balance with respect to
such Distribution Date and (y) one-twelfth of 0.125%, and (ii) the aggregate of
the Base Servicing Fees that the Company would be entitled to retain on such
Distribution Date (less any portion thereof paid as servicing compensation to
any Primary Servicer) without giving effect to any Compensating Interest
Payment.
Component: Any of the components of a Class of Component Certificates
having the designations and the initial Component Principal Balances as follows:
Designation Initial Component
Principal Balance
N/A N/A
Component Certificate: None.
Component Interest Rate: None.
Component Principal Balance: As of any Distribution Date, and with respect
to any Component, other than any Notional Component, the initial Component
Principal Balance thereof (as set forth, as applicable, in the definition of
Component) (plus, in the case of any Accrual Component, any related Accrual
Amount for each previous Distribution Date) less the sum of (x) all amounts
distributed in reduction thereof on previous Distribution Dates pursuant to
Section 4.01 and (y) the amount of all Realized Losses allocated thereto
pursuant to Section 4.03(d).
Confirmatory Mortgage Note: With respect to any Mortgage Loan, a note or
other evidence of indebtedness executed by the Mortgagor confirming its
obligation under the note or other evidence of indebtedness previously executed
by the Mortgagor upon the origination of the related Mortgage Loan.
Cooperative: A private, cooperative housing corporation organized in
accordance with applicable state laws which owns or leases land and all or part
of a building or buildings located in the relevant state, including apartments,
spaces used for commercial purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building owned
or leased by a Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of one or more Proprietary Leases.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate(s), (iii) an
assignment of the Proprietary Lease(s), (iv) financing statements and (v) a
stock power (or other similar instrument), and in addition thereto, a
recognition agreement between the Cooperative and the originator of the
Cooperative Loan, each of which was transferred and assigned to the Trustee
pursuant to Section 2.01 and are from time to time held as part of the Trust
Fund. The Mortgage Loans identified as such in Exhibit C hereto are Cooperative
Loans.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate(s) or other instrument evidencing the related Cooperative
Stock.
Corporate Trust Office: The principal office of the Trustee at which at any
particular time its corporate trust business shall be administered, which office
at the date of the execution of this instrument is located at Two International
Place, Boston, Massachusetts 02110, Attention: Corporate Trust Department.
Cross-Over Date: The first Distribution Date on which the aggregate Class
Certificate Principal Balance of the Junior Certificates has been reduced to
zero (giving effect to all distributions on such Distribution Date).
Cut-off Date: February 1, 1999.
Debt Service Reduction: As to any Mortgage Loan and any Determination Date,
the excess of (a) the then current Monthly Payment for such Mortgage Loan over
(b) the amount of the monthly payment of principal and interest required to be
paid by the Mortgagor as established by a court of competent jurisdiction as a
result of a proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.).
Defaulted Mortgage Loan: With respect to any Determination Date, a Mortgage
Loan as to which the related Mortgagor has failed to make unexcused payment in
full of a total of three or more consecutive installments of principal and
interest, and as to which such delinquent installments have not been paid, as of
the close of business on the last Business Day of the month next preceding the
month of such Determination Date.
Defective Mortgage Loan: Any Mortgage Loan which is required to be
purchased by the Company (or which the Company may replace with a substitute
Mortgage Loan) pursuant to Section 2.02 or 2.03(a).
Deficient Valuation: As to any Mortgage Loan and any Determination Date,
the excess of (a) the then outstanding indebtedness under such Mortgage Loan
over (b) the valuation by a court of competent jurisdiction of the related
Mortgaged Property as a result of a proceeding initiated by or against the
related Mortgagor under the Bankruptcy Code, as amended from time to time (11
U.S.C.), pursuant to which such Mortgagor retained such Mortgaged Property.
Definitive Certificate: Any Certificate, other than a Book-Entry
Certificate, issued in definitive, fully registered form.
Definitive Restricted Junior Certificate: Any Restricted Junior Certificate
that is in the form of a Definitive Certificate.
Depository: The initial Depository shall be The Depository Trust Company,
the nominee of which is CEDE & Co. The Depository shall at all times be a
"clearing corporation" as defined in Section 8-102(a)(5) of the Uniform
Commercial Code of the State of New York, as amended, or any successor
provisions thereto.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for which, from time to time, the Depository effects
book-entry transfers and pledges of securities deposited with such Depository.
Designated Loan Closing Documents: With respect to any Designated Loan, a
Lost Note Affidavit substantially in the form of Exhibit L, and an assignment of
the related Mortgage to the Trustee in recordable form (except for the omission
therein of recording information concerning such Mortgage).
Designated Loans: The Mortgage Loans listed in Exhibit M hereto.
Designated Telerate Page: The Dow Jones Telerate Service page 3750 (or such
other page as may replace page 3750 on that service or such other service as may
be nominated by the BBA for the purpose of displaying the Interest Settlement
Rates).
Determination Date: With respect to any Distribution Date, the fifth
Business Day prior thereto.
Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage Rate less
than 6.50% per annum.
Disqualified Organization: Any of the following: (i) the United States, any
State or political subdivision thereof, or any agency or instrumentality of any
of the foregoing (including but not limited to state pension organizations);
(ii) a foreign government, International Organization or any agency or
instrumentality of either of the foregoing; (iii) an organization (except
certain farmers' cooperatives described in Code section 521) which is exempt
from tax imposed by Chapter 1 of the Code (including the tax imposed by section
511 of the Code on unrelated business taxable income); and (iv) a rural electric
and telephone cooperative described in Code section 1381(a)(2)(C). The terms
"United States," "State" and "International Organization" shall have the
meanings set forth in Code section 7701 or successor provisions. A corporation
will not be treated as an instrumentality of the United States or of any State
or political subdivision thereof for these purposes if all of its activities are
subject to tax and a majority of its board of directors is not selected by such
governmental unit.
Distribution Date: The 25th day of each calendar month after the month of
initial issuance of the Certificates, or, if such 25th day is not a Business
Day, the next succeeding Business Day.
Distribution Date Statement: The statement referred to in Section 4.05(a).
Document File: As defined in Section 2.01.
Due Date: The first day of the month of the related Distribution Date.
Eligible Account: An account that is either (i) maintained with a
depository institution the debt obligations of which have been rated by each
Rating Agency in one of its two highest long-term rating categories and has been
assigned by S&P its highest short-term rating, (ii) an account or accounts the
deposits in which are fully insured by either the BIF or the SAIF, (iii) an
account or accounts, in a depository institution in which such accounts are
insured by the BIF or the SAIF (to the limits established by the FDIC), the
uninsured deposits in which accounts are either invested in Permitted
Investments or are otherwise secured to the extent required by the Rating
Agencies such that, as evidenced by an Opinion of Counsel delivered to the
Trustee, the Certificateholders have a claim with respect to the funds in such
account or a perfected first security interest against any collateral (which
shall be limited to Permitted Investments) securing such funds that is superior
to claims of any other depositors or creditors of the depository institution
with which such account is maintained, (iv) a trust account maintained with the
corporate trust department of a federal or state chartered depository
institution or of a trust company with trust powers and acting in its fiduciary
capacity for the benefit of the Trustee hereunder or (v) such account as will
not cause either Rating Agency to downgrade or withdraw its then-current rating
assigned to the Certificates, as evidenced in writing by the Rating Agencies.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA-Restricted Certificate: Any Class A4 or Junior Certificate.
Event of Default: An event described in Section 7.01.
Excess Bankruptcy Loss: Any Deficient Valuation or Debt Service Reduction,
or portion thereof, (i) occurring after the Bankruptcy Coverage Termination Date
or (ii) if on such date, in excess of the then-applicable Bankruptcy Loss
Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, (i) occurring after
the Fraud Coverage Termination Date or (ii) if on such date, in excess of the
then-applicable Fraud Loss Amount.
Excess Loss: Any Excess Bankruptcy Loss, Excess Fraud Loss or Excess
Special Hazard Loss.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
(i) occurring after the Special Hazard Termination Date or (ii) if on such date,
in excess of the then-applicable Special Hazard Loss Amount.
FDIC: The Federal Deposit Insurance Corporation, or its successor in
interest.
FHLMC: The Federal Home Loan Mortgage Corporation or its successor in
interest.
Financial Intermediary: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a custodial
relationship with a Depository Participant.
Fitch: Fitch IBCA, Inc. and its successors.
Fitch Formula Amount: As to each Anniversary Determination Date, the
greater of (i) $50,000 and (ii) the product of (x) the greatest Assumed Monthly
Payment Reduction for any Non-Primary Residence Loan whose original principal
balance was 80% or greater of the Original Value thereof, (y) the weighted
average remaining term to maturity (expressed in months) of all the Non-Primary
Residence Loans remaining in the Mortgage Pool as of such Anniversary
Determination Date, and (z) the sum of (A) one plus (B) the number of all
remaining Non-Primary Residence Loans divided by the total number of Outstanding
Mortgage Loans as of such Anniversary Determination Date.
FNMA: The Federal National Mortgage Association or its successor in
interest.
Formula Amount: As to each Anniversary Determination Date, the greater of
(i) $100,000 and (ii) the product of (x) 0.06% and (y) the Scheduled Principal
Balance of each Mortgage Loan remaining in the Mortgage Pool whose original
principal balance was 75% or greater of the Original Value thereof.
Fraud Coverage Termination Date: The Distribution Date upon which the
related Fraud Loss Amount has been reduced to zero or a negative number (or the
Cross-Over Date, if earlier).
Fraud Loss: Any Realized Loss attributable to fraud in the origination of
the related Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the Cut-off Date, (x)
prior to the first anniversary of the Cut-off Date, an amount equal to
$2,931,219 minus the aggregate amount of Fraud Losses that would have been
allocated to the Junior Certificates in accordance with Section 4.03 in the
absence of the Loss Allocation Limitation since the Cut-off Date, and (y) from
the first to the fifth anniversary of the Cut-off Date, an amount equal to (1)
the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the
Cut-off Date and (b) 1% (from the first to but excluding the third anniversaries
of the Cut-off Date) or 0.5% (from and including the third to but excluding the
fifth anniversaries of the Cut-off Date) of the aggregate outstanding principal
balance of all of the Mortgage Loans as of the most recent anniversary of the
Cut-off Date minus (2) the Fraud Losses that would have been allocated to the
Junior Certificates in accordance with Section 4.03 in the absence of the Loss
Allocation Limitation since the most recent anniversary of the Cut-off Date. On
or after the fifth anniversary of the Cut-off Date the Fraud Loss Amount shall
be zero.
Group I Final Distribution Date: The Distribution Date on which the
aggregate Certificate Principal Balance of the Group I Senior Certificates is
reduced to zero.
Group I Senior Certificate: Any Class A1, Class A2 or Class R Certificate.
Group II Senior Certificate: Any Class A3 or Class A4 Certificate.
Group II Senior Percentage: With respect to any Distribution Date, the
percentage (carried to six decimal places) obtained by dividing (x) the
aggregate Certificate Principal Balance of the Group II Senior Certificates
immediately preceding such Distribution Date, by (y) the aggregate Certificate
Principal Balance of all the Certificates (other than the Class PO Certificates)
immediately preceding such Distribution Date. Group II Senior Prepayment
Distribution Percentage: 0% through the Distribution Date in February 2004; 30%
thereafter through the Distribution Date in February 2005; 40% thereafter
through the Distribution Date in February 2006; 60% thereafter through the
Distribution Date in February 2007; 80% thereafter through the Distribution Date
in February 2008; and 100% thereafter.
Group II Senior Principal Distribution Amount: With respect to any
Distribution Date, the sum of (a) the total of the amounts described in clauses
(i) and (iii) of the definition of Senior Optimal Principal Amount (without
application of the Senior Percentage or the Senior Prepayment Percentage) for
such date multiplied by the Group II Senior Scheduled Distribution Percentage
for such date and (b) the total of the amounts described in clauses (ii), (iv)
and (v) of the definition of Senior Optimal Principal Amount (without
application of the Senior Prepayment Percentage) for such date multiplied by the
product of (x) the Group II Senior Percentage for such date and (y) the Group II
Senior Prepayment Distribution Percentage for such date; provided, however, that
(i) on the Group I Final Distribution Date, the Group II Senior Principal
Distribution Amount will be increased by any portion of the Senior Optimal
Principal Amount remaining after distributions of principal have been made on
the Group I Senior Certificates and (ii) following the Group I Final
Distribution Date, the Group II Senior Principal Distribution Amount will equal
the Senior Optimal Principal Amount.
Group II Senior Scheduled Distribution Percentage: With respect to any
Distribution Date through the Distribution Date in February 2004, 0%. The Group
II Senior Scheduled Distribution Percentage for any Distribution Date after the
Distribution Date in February 2004 will equal the Group II Senior Percentage for
such Distribution Date. Notwithstanding the foregoing, on any Distribution Date
after the Group I Final Distribution Date, the Group II Senior Scheduled
Distribution Percentage will equal the Senior Percentage.
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:
(i) partial principal prepayments: one month's interest at the
applicable Net Mortgage Rate on the amount of such prepayment;
(ii) 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;
(iii) 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
(iv) Relief Act Mortgage Loans: As to any Relief Act Mortgage Loan,
the excess of (i) 30 days' interest (or, in the case of a Principal
Prepayment in full, interest to the date of prepayment) on the Scheduled
Principal Balance thereof (or, in the case of a Principal Prepayment in
part, on the amount so prepaid) at the related Net Mortgage Rate over (ii)
30 days' interest (or, in the case of a Principal Prepayment in full,
interest to the date of prepayment) on such Scheduled Principal Balance
(or, in the case of a Principal Prepayment in part, on the amount so
prepaid) at the Net Mortgage Rate required to be paid by the Mortgagor as
limited by application of the Relief Act.
For purposes of the definitions of Net Interest Shortfall and Supplemental
Servicing Fee, the amount of any Interest Shortfall shall be allocated between
the Certificates and the Supplemental Servicing Fee in proportion to the amount
of interest that would have been allocated to the Certificates (at the
Remittance Rate) and the Supplemental Servicing Fee (at the Supplemental
Servicing Fee Rate), respectively, in the absence of such Interest Shortfall.
Junior Certificate: Any Class M or Class B Certificate.
Junior Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum of the following (but in no event greater than the aggregate
Certificate Principal Balance of the Junior Certificates immediately prior to
such Distribution Date):
(i) the Junior Percentage of the applicable Non-PO Percentage of the
principal portion of each Monthly Payment due on the related Due Date on
each Outstanding Mortgage Loan as of such Due Date as specified in the
amortization schedule at the time applicable thereto (after adjustment for
previous Principal Prepayments and the principal portion of Debt Service
Reductions subsequent to the Bankruptcy Coverage Termination Date but
before any adjustment to such amortization schedule by reason of any
bankruptcy (other than as aforesaid) or similar proceeding or any
moratorium or similar waiver or grace period);
(ii) the Junior Prepayment Percentage of the applicable Non-PO
Percentage of all principal prepayments in part received during the related
Prepayment Period, and 100% of any Senior Optimal Principal Amount not
distributed to the Senior Certificates on such Distribution Date, together
with the Junior Prepayment Percentage of the applicable Non-PO Percentage
of the Scheduled Principal Balance of each Mortgage Loan which was the
subject of a Voluntary Principal Prepayment in full during the related
Prepayment Period;
(iii) the excess, if any, of (x) the applicable Non-PO Percentage of
the sum of (A) all Net Liquidation Proceeds allocable to principal received
during the related Prepayment Period (other than in respect of Mortgage
Loans described in clause (B)) and (B) the principal balance of each
Mortgage Loan that was purchased by an insurer from the Trustee during the
related Prepayment Period pursuant to the related Primary Insurance Policy,
over (y) the amount distributable pursuant to clause (iii) of the
definition of Senior Optimal Principal Amount on such Distribution Date;
(iv) the Junior Prepayment Percentage of the applicable Non-PO
Percentage of the Scheduled Principal Balance of each Mortgage Loan which
was purchased on such Distribution Date pursuant to Section 2.02, 2.03(a)
or 3.16; and
(v) the Junior Prepayment Percentage of the applicable Non-PO
Percentage of the Substitution Amount for any Mortgage Loan substituted
during the month of such Distribution Date.
For purposes of clause (ii) above, a Voluntary Principal Prepayment in full
with respect to a Mortgage Loan serviced by a Primary Servicer shall be deemed
to have been received when the Company, as servicer, receives notice thereof.
After the Class Certificate Principal Balances of the Junior Certificates
have been reduced to zero, the Junior Optimal Principal Amount shall be zero.
Junior Percentage: As to any Distribution Date, the excess of 100% over the
Senior Percentage for such Distribution Date.
Junior Prepayment Percentage: As to any Distribution Date, the excess of
100% over the Senior Prepayment Percentage for such Distribution Date, except
that (i) after the aggregate Certificate Principal Balance of the Senior
Certificates other than the Class PO Certificates has been reduced to zero, the
Junior Prepayment Percentage shall be 100%, and (ii) after the Cross-Over Date,
the Junior Prepayment Percentage shall be zero.
Latest Possible Maturity Date: February 25, 2031.
LIBOR: With respect to any Interest Accrual Period, the per annum rate
determined, pursuant to Section 5.08, on the basis of the Interest Settlement
Rate or as otherwise provided in such Section.
LIBOR Certificate: None.
LIBOR Determination Date: The second London Banking Day immediately
preceding the commencement of each Interest Accrual Period for any LIBOR
Certificates.
Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which the
Company has determined that all amounts which it expects to recover on behalf of
the Trust Fund from or on account of such Mortgage Loan have been recovered,
including any Mortgage Loan with respect to which the Company determines not to
foreclose upon the related Mortgaged Property based on its belief that such
Mortgaged Property may be contaminated with or affected by hazardous or toxic
wastes, materials or substances.
Liquidation Expenses: Expenses which are incurred by the Company in
connection with the liquidation of any defaulted Mortgage Loan and not recovered
by the Company under any Primary Insurance Policy for reasons other than the
Company's failure to comply with Section 3.05, such expenses including, without
limitation, legal fees and expenses, and, regardless of when incurred, any
unreimbursed amount expended by the Company pursuant to Section 3.03 or Section
3.06 respecting the related Mortgage Loan and any related and unreimbursed
Property Protection Expenses.
Liquidation Proceeds: Cash (other than Insurance Proceeds) received in
connection with the liquidation of any defaulted Mortgage Loan whether through
judicial foreclosure or otherwise.
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 6.50% 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 6.50%. 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 6.50% over the Net Mortgage
Rate of such Discount Mortgage Loan and the denominator of which is 6.50%. As to
any Non-Discount Mortgage Loan, 0%.
PO Principal Distribution Amount: As to any Distribution Date, an amount
equal to the sum of the applicable PO Percentage of:
(i) the principal portion of each Monthly Payment due on the related
Due Date on each Outstanding Mortgage Loan as of such Due Date as specified
in the amortization schedule at the time applicable thereto (after
adjustments for previous Principal Prepayments and the principal portion of
Debt Service Reductions subsequent to the Bankruptcy Coverage Termination
Date but before any adjustment to such amortization schedule by reason of
any bankruptcy (except as aforesaid) or similar proceeding or any
moratorium or similar waiver or grace period);
(ii) all principal prepayments in part received during the related
Prepayment Period, together with the Scheduled Principal Balance (as
reduced by any Deficient Valuation occurring on or prior to the Bankruptcy
Coverage Termination Date) of each Mortgage Loan which was the subject of a
Voluntary Principal Prepayment in full during the related Prepayment
Period;
(iii) the sum of (A) all Net Liquidation Proceeds allocable to
principal received in respect of each Mortgage Loan that became a
Liquidated Mortgage Loan during the related Prepayment Period (other than
Mortgage Loans described in clause (B)) and (B) the principal balance of
each Mortgage Loan purchased by an insurer from the Trustee pursuant to the
related Primary Insurance Policy, in each case during the related
Prepayment Period;
(iv) the Scheduled Principal Balance (as reduced by any Deficient
Valuation occurring on or prior to the Bankruptcy Coverage Termination
Date) of each Mortgage Loan which was purchased on such Distribution Date
pursuant to Section 2.02, 2.03(a) or 3.16; and
(v) the Substitution Amount for any Mortgage Loan substituted during
the month of such Distribution Date; for purposes of this clause (v), the
definition of "Substitution Amount" shall be modified to reduce the
Scheduled Principal Balance of the Mortgage Loan that is substituted for by
any Deficient Valuation occurring on or prior to the Bankruptcy Coverage
Termination Date.
For purposes of clause (ii) above, a Voluntary Principal Prepayment in full
with respect to a Mortgage Loan serviced by a Primary Servicer shall be deemed
to have been received when the Company, as servicer, receives notice thereof.
Pool Scheduled Principal Balance: With respect to any Distribution Date,
the aggregate Scheduled Principal Balance of all the Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month next preceding the month
of such Distribution Date (or, in the case of the first Distribution Date, the
Cut-off Date; or, if so specified, such other date). Prepayment Assumption: The
assumed fixed schedule of prepayments on a pool of new mortgage loans with such
schedule given as a monthly sequence of prepayment rates, expressed as
annualized percent values. These values start at 0.2% per year in the first
month, increase by 0.2% per year in each succeeding month until month 30, ending
at 6.0% per year. At such time, the rate remains constant at 6.0% per year for
the balance of the remaining term. Multiples of the Prepayment Assumption are
calculated from this prepayment rate series.
Prepayment Assumption Multiple: 275% of the Prepayment Assumption.
Prepayment Distribution Trigger: As of any Distribution Date and as to each
Class of Class B Certificates, the related Prepayment Distribution Trigger is
satisfied if (x) the fraction, expressed as a percentage, the numerator of which
is the aggregate Class Certificate Principal Balance of such Class and each
Class subordinate thereto, if any, on such Distribution Date, and the
denominator of which is the Pool Scheduled Principal Balance for such
Distribution Date, equals or exceeds (y) such percentage calculated as of the
Closing Date.
Prepayment Interest Excess: As to any Voluntary Principal Prepayment in
full received from the first day through the fifteenth day of any calendar month
(other than the calendar month in which the Cut-off Date occurs), all amounts
paid in respect of interest on such Principal Prepayment. For purposes of
determining the amount of Prepayment Interest Excess for any month, a Voluntary
Principal Prepayment in full with respect to a Mortgage Loan serviced by a
Primary Servicer shall be deemed to have been received when the Company, as
servicer, receives notice thereof. All Prepayment Interest Excess shall be
retained by the Company, as servicer, as additional servicing compensation.
Prepayment Period: With respect to any Distribution Date and any Voluntary
Principal Prepayment in part or other Principal Prepayment other than a
Voluntary Principal Prepayment in full, the calendar month preceding the month
of such Distribution Date; with respect to any Distribution Date and any
Voluntary Principal Prepayment in full, the period beginning on the sixteenth
day of the calendar month preceding the month of such Distribution Date (or, in
the case of the first Distribution Date, beginning on the Cut-off Date) and
ending on the fifteenth day of the month in which such Distribution Date occurs.
Primary Insurance Policy: The certificate of private mortgage insurance
relating to a particular Mortgage Loan, or an electronic screen print setting
forth the information contained in such certificate of private mortgage
insurance, including, without limitation, information relating to the name of
the mortgage insurance carrier, the certificate number, the loan amount, the
property address, the effective date of coverage, the amount of coverage and the
expiration date of the policy. Each such policy covers defaults by the
Mortgagor, which coverage shall equal the portion of the unpaid principal
balance of the related Mortgage Loan that exceeds 75% (or such lesser coverage
required or permitted by FNMA or FHLMC) of the Original Value of the underlying
Mortgaged Property.
Primary Servicer: Any servicer with which the Company has entered into a
servicing agreement, as described in Section 3.01(f).
Principal Balance Schedules: Any principal balance schedules attached
hereto, if applicable, as Exhibit B, setting forth the PAC Balances of any PAC
Certificates and PAC Components, the TAC Balances of any TAC Certificates and
TAC Components and the Scheduled Balances of any Scheduled Certificates and
Scheduled Components.
Principal Only Certificate: Any Class PO Certificate.
Principal Only Component: None.
Principal Prepayment: Any payment or other recovery of principal on a
Mortgage Loan (including, for this purpose, any refinancing permitted by Section
3.01 and any REO Proceeds treated as such pursuant to Section 3.08(b)) which is
received in advance of its scheduled Due Date and is not accompanied by an
amount of interest representing scheduled interest for any month subsequent to
the month of prepayment.
Private Placement Memorandum: The private placement memorandum relating to
the Restricted Junior Certificates dated February 17, 1999.
Prohibited Transaction Exemption: U.S. Department of Labor Prohibited
Transaction Exemption 90-36, 55 Fed. Reg. 25903, June 25, 1990.
Property Protection Expenses: With respect to any Mortgage Loan, expenses
paid or incurred by or for the account of the Company in accordance with the
related Mortgage for (a) real estate property taxes and property repair,
replacement, protection and preservation expenses and (b) similar expenses
reasonably paid or incurred to preserve or protect the value of such Mortgage to
the extent the Company is not reimbursed therefor pursuant to the Primary
Insurance Policy, if any, or any other insurance policy with respect thereto.
Proprietary Lease: With respect to a Cooperative Loan, the proprietary
lease(s) or occupancy agreement with respect to the Cooperative Apartment
occupied by the Mortgagor and relating to the related Cooperative Stock, which
lease or agreement confers an exclusive right to the holder of such Cooperative
Stock to occupy such apartment.
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, Fitch shall be the sole
Rating Agency. The Class B5 Certificates are issued without ratings.
Realized Loss: Any (i) Deficient Valuation or (ii) as to any Liquidated
Mortgage Loan, (x) the unpaid principal balance of such Liquidated Mortgage Loan
plus accrued and unpaid interest thereon at the Net Mortgage Rate through the
last day of the month of such liquidation less (y) the related Liquidation
Proceeds and Insurance Proceeds (as reduced by the related Liquidation
Expenses).
Record Date: The last Business Day of the month immediately preceding the
month of the related Distribution Date.
Reference Banks: As defined in Section 5.08.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
Relief Act Mortgage Loan: Any Mortgage Loan as to which the Monthly Payment
thereof has been reduced due to the application of the Relief Act.
REMIC: A "real estate mortgage investment conduit" within the meaning of
section 860D of the Code.
REMIC Provisions: Provisions of the federal income tax law relating to real
estate mortgage investment conduits, which appear at sections 860A through 860G
of Part IV of Subchapter M of Chapter 1 of the Code, and related provisions, and
U.S. Office of the Treasury temporary or final regulations promulgated
thereunder, as the foregoing may be in effect from time to time, as well as
provisions of applicable state laws.
Remittance Rate: With respect to any Mortgage Loan, the related Mortgage
Rate less the sum of the applicable Base Servicing Fee Rate and the Supplemental
Servicing Fee Rate.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Mortgage
Loan and as to which the related Mortgaged Property is held as part of the Trust
Fund.
REO Proceeds: Proceeds, net of any related expenses of the Company,
received in respect of any REO Mortgage Loan (including, without limitation,
proceeds from the rental of the related Mortgaged Property).
Required Surety Payment: With respect to any Pledged Asset Mortgage Loan
that becomes a Liquidated Mortgage Loan, the lesser of (i) the principal portion
of the Realized Loss with respect to such Mortgage Loan and (ii) the excess, if
any, of (a) the amount of Additional Collateral required at origination with
respect to such Mortgage Loan which is covered by the Surety Bond over (b) the
net proceeds realized by MLCC from the liquidation of the related Additional
Collateral.
Reserve Fund: None.
Reserve Interest Rate: As defined in Section 5.08.
Residual Certificate: Any Class R Certificate.
Responsible Officer: When used with respect to the Trustee, any officer or
assistant officer assigned to and working in the Corporate Trust Department of
the Trustee and, also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.
Restricted Certificate: Any Restricted Junior Certificate or Class PO
Certificate.
Restricted Junior Certificate: Any Class B3, Class B4 or Class B5
Certificate.
S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc., and its successors.
SAIF: The Savings Association Insurance Fund of the FDIC, or its successor
in interest.
Scheduled Balance: As to any Distribution Date and any Class of Scheduled
Certificates and any Scheduled Component, the balance designated as such for
such Distribution Date and such Class or Component as set forth in the Principal
Balance Schedules.
Scheduled Certificate: None.
Scheduled Component: None.
Scheduled Principal Balance: As to any Mortgage Loan and Distribution Date,
the principal balance of such Mortgage Loan as of the Due Date in the month next
preceding the month of such Distribution Date (or, if so specified, such other
date) as specified in the amortization schedule at the time relating to such
Mortgage Loan (before any adjustment to such amortization schedule by reason of
any bankruptcy or similar proceeding or any moratorium or similar waiver or
grace period) after giving effect to any previous Principal Prepayments,
Deficient Valuations incurred subsequent to the Bankruptcy Coverage Termination
Date, adjustments due to the application of the Relief Act and the payment of
principal due on such Due Date, irrespective of any delinquency in payment by
the related Mortgagor. As to any Mortgage Loan and the Cut-off Date, the "unpaid
balance" thereof specified in the initial Mortgage Loan Schedule.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock and Proprietary Lease.
Senior Certificate: Any Certificate other than a Junior Certificate.
Senior Certificate Principal Balance: As of any Distribution Date, an
amount equal to the sum of the Certificate Principal Balances of the Senior
Certificates (other than any Class PO Certificates).
Senior Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum of:
(i) the Senior Percentage of the applicable Non-PO Percentage of the
principal portion of each Monthly Payment due on the related Due Date on
each Outstanding Mortgage Loan as of such Due Date as specified in the
amortization schedule at the time applicable thereto (after adjustments for
previous Principal Prepayments and the principal portion of Debt Service
Reductions subsequent to the Bankruptcy Coverage Termination Date but
before any adjustment to such amortization schedule by reason of any
bankruptcy (except as aforesaid) or similar proceeding or any moratorium or
similar waiver or grace period);
(ii) the Senior Prepayment Percentage of the applicable Non-PO
Percentage of all principal prepayments in part received during the related
Prepayment Period, together with the Senior Prepayment Percentage of the
applicable Non-PO Percentage of the Scheduled Principal Balance of each
Mortgage Loan which was the subject of a Voluntary Principal Prepayment in
full during the related Prepayment Period;
(iii) the lesser of (x) the Senior Percentage of the applicable Non-PO
Percentage of the sum of (A) the Scheduled Principal Balance of each
Mortgage Loan that became a Liquidated Mortgage Loan (other than Mortgage
Loans described in clause (B)) during the related Prepayment Period and (B)
the Scheduled Principal Balance of each Mortgage Loan that was purchased by
an insurer from the Trustee during the related Prepayment Period pursuant
to the related Primary Insurance Policy, as reduced in each case by the
Senior Percentage of the applicable Non-PO Percentage of the principal
portion of any Excess Losses (other than Excess Bankruptcy Losses
attributable to Debt Service Reductions), and (y) the Senior Prepayment
Percentage of the applicable Non-PO Percentage of the sum of (A) all Net
Liquidation Proceeds allocable to principal received in respect of each
such Liquidated Mortgage Loan (other than Mortgage Loans described in
clause (B)) and (B) the principal balance of each such Mortgage Loan
purchased by an insurer from the Trustee pursuant to the related Primary
Insurance Policy, in each case during the related Prepayment Period;
(iv) the Senior Prepayment Percentage of the applicable Non-PO
Percentage of the Scheduled Principal Balance of each Mortgage Loan which
was purchased on such Distribution Date pursuant to Section 2.02, 2.03(a)
or 3.16; and
(v) the Senior Prepayment Percentage of the applicable Non-PO
Percentage of the Substitution Amount for any Mortgage Loan substituted
during the month of such Distribution Date.
For purposes of clause (ii) above, a Voluntary Principal Prepayment in full
with respect to a Mortgage Loan serviced by a Primary Servicer shall be deemed
to have been received when the Company, as servicer, receives notice thereof.
Senior Percentage: As to any Distribution Date, the lesser of (i) 100% and
(ii) the percentage (carried to six places rounded up) obtained by dividing the
Senior Certificate Principal Balance immediately prior to such Distribution Date
by an amount equal to the sum of the Certificate Principal Balances of all the
Certificates other than any Class PO Certificates immediately prior to such
Distribution Date.
Senior Prepayment Percentage: For any Distribution Date occurring prior to
the fifth anniversary of the first Distribution Date, 100%. For any Distribution
Date occurring on or after the fifth anniversary of the first Distribution Date,
an amount as follows:
(i) for any Distribution Date subsequent to February 2004 to and
including the Distribution Date in February 2005, the Senior Percentage for
such Distribution Date plus 70% of the Junior Percentage for such
Distribution Date;
(ii) for any Distribution Date subsequent to February 2005 to and
including the Distribution Date in February 2006, the Senior Percentage for
such Distribution Date plus 60% of the Junior Percentage for such
Distribution Date;
(iii) for any Distribution Date subsequent to February 2006 to and
including the Distribution Date in February 2007, the Senior Percentage for
such Distribution Date plus 40% of the Junior Percentage for such
Distribution Date;
(iv) for any Distribution Date subsequent to February 2007 to and
including the Distribution Date in February 2008, the Senior Percentage for
such Distribution Date plus 20% of the Junior Percentage for such
Distribution Date; and
(v) for any Distribution Date thereafter, the Senior Percentage for
such Distribution Date.
Notwithstanding the foregoing, if on any Distribution Date the Senior
Percentage exceeds the Senior Percentage as of the Closing Date, the Senior
Prepayment Percentage for such Distribution Date will equal 100%.
In addition, notwithstanding the foregoing, no reduction of the Senior
Prepayment Percentage below the level in effect for the most recent prior period
as set forth in clauses (i) through (iv) above shall be effective on any
Distribution Date unless at least one of the following two tests is satisfied:
Test I: If, as of the last day of the month preceding such Distribution
Date, (i) the aggregate Scheduled Principal Balance of Mortgage Loans delinquent
60 days or more (including for this purpose any Mortgage Loans in foreclosure
and REO Mortgage Loans) as a percentage of the aggregate Class Certificate
Principal Balance of the Junior Certificates as of such date, does not exceed
50%, and (ii) cumulative Realized Losses with respect to the Mortgage Loans do
not exceed (a) 30% of the aggregate Class Certificate Principal Balance of the
Junior Certificates as of the Closing Date (the "Original Subordinate Principal
Balance") if such Distribution Date occurs between and including March 2004 and
February 2005, (b) 35% of the Original Subordinate Principal Balance if such
Distribution Date occurs between and including March 2005 and February 2006, (c)
40% of the Original Subordinate Principal Balance if such Distribution Date
occurs between and including March 2006 and February 2007, (d) 45% of the
Original Subordinate Principal Balance if such Distribution Date occurs between
and including March 2007 and February 2008 and (e) 50% of the Original
Subordinate Principal Balance if such Distribution Date occurs during or after
March 2008; or
Test II: If, as of the last day of the month preceding such Distribution
Date, (i) the aggregate Scheduled Principal Balance of Mortgage Loans delinquent
60 days or more (including for this purpose any Mortgage Loans in foreclosure
and REO Mortgage Loans) averaged over the last three months, as a percentage of
the aggregate Scheduled Principal Balance of Mortgage Loans averaged over the
last three months, does not exceed 4%, and (ii) cumulative Realized Losses with
respect to the Mortgage Loans do not exceed (a) 10% of the Original Subordinate
Principal Balance if such Distribution Date occurs between and including March
2004 and February 2005, (b) 15% of the Original Subordinate Principal Balance if
such Distribution Date occurs between and including March 2005 and February
2006, (c) 20% of the Original Subordinate Principal Balance if such Distribution
Date occurs between and including March 2006 and February 2007, (d) 25% of the
Original Subordinate Principal Balance if such Distribution Date occurs between
and including March 2007 and February 2008, and (e) 30% of the Original
Subordinate Principal Balance if such Distribution Date occurs during or after
March 2008.
Servicer's Certificate: A certificate, completed by and executed on behalf
of the Company by a Servicing Officer in accordance with Section 4.06,
substantially in the form of Exhibit D hereto or in such other form as the
Company and the Trustee shall agree.
Servicing Fee: As to any Mortgage Loan and Distribution Date, the sum of
(a) the Base Servicing Fee and (b) the Supplemental Servicing Fee.
Servicing Officer: Any officer of the Company involved in, or responsible
for, the administration and servicing of the Mortgage Loans whose name appears
on a list of servicing officers attached to an Officer's Certificate furnished
to the Trustee by the Company, as such list may from time to time be amended.
Single Certificate: A Certificate with an Initial Certificate Principal
Balance, or initial Notional Principal Balance, of $1,000 or, in the case of a
Class of Certificates issued with an initial Class Certificate Principal Balance
or initial Notional Principal Balance of less than $1,000, such lesser amount.
Special Event Loss: Any Fraud Loss, Special Hazard Loss or Deficient
Valuation.
Special Hazard Loss: (i) A Realized Loss suffered by a Mortgaged Property
on account of direct physical loss, exclusive of (a) any loss covered by a
hazard policy or a flood insurance policy required to be maintained in respect
of such Mortgaged Property under Section 3.06 and (b) any loss caused by or
resulting from:
(A) normal wear and tear;
(B) conversion or other dishonest act on the part of the Trustee, the
Company or any of their agents or employees; or
(C) errors in design, faulty workmanship or faulty materials, unless
the collapse of the property or a part thereof ensues;
or (ii) any Realized Loss suffered by the Trust Fund arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy required to be maintained
in respect of such Mortgaged Property under Section 3.06.
Special Hazard Loss Amount: As of any Distribution Date, an amount equal to
$4,830,806 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) 1.65% 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 6.50%.
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 (other than Pledged
Asset Mortgage Loans) was not more than 95.00%. Each Mortgage Loan that
had, as of the Cut-off Date, a Loan-to-Value Ratio of more than 80% is
covered by a Primary Insurance Policy so long as its then outstanding
principal amount exceeds 80% of the greater of (a) the Original Value and
(b) the then current value of the related Mortgaged Property as evidenced
by an appraisal thereof satisfactory to the Company. Each Primary Insurance
Policy is issued by a private mortgage insurer acceptable to FNMA or FHLMC.
None of the Pledged Asset Mortgage Loans is covered by a Primary Insurance
Policy;
(xii) Each Mortgage Note is payable on the first day of each month in
self-amortizing monthly installments of principal and interest, with
interest payable in arrears, over an original term of not more than thirty
years. The Mortgage Rate of each Mortgage Note of the related Mortgage Loan
was not less than 6.250% per annum and not greater than 9.125% per annum.
The Mortgage Rate of each Mortgage Note is fixed for the life of the
related Mortgage Loan;
(xiii) Other than with respect to Cooperative Loans, the improvements
on the Mortgaged Properties are insured against loss under a hazard
insurance policy with extended coverage and conforming to the requirements
of Section 3.06 hereof. As of the date of initial issuance of the
Certificates, all such insurance policies are in full force and effect;
(xiv) As of the Cut-off Date, (i) no more than 12.25% of the Mortgage
Loans by Scheduled Principal Balance had a Scheduled Principal Balance of
more than $500,000 and up to and including $750,000; (ii) no more than
1.50% 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 0.90% 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 1.75% 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 97.50% 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 91.75% of the Mortgage Loans
by Scheduled Principal Balance are secured by one-family detached
residences;
(xviii) As of the Cut-off Date, no more than 4.75% of the Mortgage
Loans by Scheduled Principal Balance are secured by condominiums and, as of
the Cut-off Date, no more than 1.25% 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 0.40% 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, no more than 0.25% of the Mortgage Loans
constituted Buydown Mortgage Loans. The maximum Buydown Period for any
Buydown Mortgage Loan is three years, and the maximum difference between
the stated Mortgage Rate of any Buydown Mortgage Loan and the rate paid by
the related Mortgagor is three percentage points. The portion of the
interest rate paid by the related Mortgagor will not increase by more than
one percentage point for each six-month period;
(xxi) The original principal balances of the Mortgage Loans range from
$240,000 to $1,225,000;
(xxii) As of the Cut-off Date, no more than 1.75% of the Mortgage
Loans by Scheduled Principal Balance are secured by second homes and no
more than 0.90% of the Mortgage Loans by Scheduled Principal Balance are
secured by investor-owned properties;
(xxiii) All appraisals have been prepared substantially in accordance
with the description contained under the caption "The Trust Fund - The
Mortgage Loans" in the Company's prospectus dated October 22, 1998,
accompanying the Prospectus Supplement dated February 17, 1999, pursuant to
which certain Classes of the Certificates were publicly offered;
(xxiv) No selection procedures, other than those necessary to comply
with the representations and warranties set forth herein or the description
of the Mortgage Loans made in any disclosure document delivered to
prospective investors in the Certificates, have been utilized in selecting
the Mortgage Loans from the Company's portfolio which would be adverse to
the interests of the Certificateholders;
(xxv) Other than with respect to Cooperative Loans, to the best of the
Company's knowledge, at origination no improvement located on or being part
of a Mortgaged Property was in violation of any applicable zoning and
subdivision laws and ordinances;
(xxvi) None of the Mortgage Loans is a temporary construction loan.
With respect to any Mortgaged Property which constitutes new construction,
the related construction has been completed substantially in accordance
with the specifications therefor and any incomplete aspect of such
construction shall not be material or interfere with the habitability or
legal occupancy of the Mortgaged Property. Mortgage Loan amounts sufficient
to effect any such completion are in escrow for release upon or in
connection with such completion or a performance bond or completion bond is
in place to provide funds for this purpose and such completion shall be
accomplished within 120 days after weather conditions permit the
commencement thereof;
(xxvii) As of the Closing Date, each Mortgage Loan is a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code;
(xxviii) As of the Closing Date, the Company possesses the Document
File with respect to each Mortgage Loan, and, other than with respect to
Cooperative Loans, the related Mortgages and intervening assignment or
assignments of Mortgages, if any, have been delivered to a title insurance
company for recording;
(xxix) As of the Cut-Off Date, no more than 1.20% of the Mortgage
Loans, by Scheduled Principal Balance, are Cooperative Loans. With respect
to each Cooperative Loan:
(A) The Security Agreement creates a first lien in the stock
ownership and leasehold rights associated with the related Cooperative
Apartment;
(B) The lien created by the related Security Agreement is a
valid, enforceable and subsisting first priority security interest in
the related Cooperative Stock securing the related Mortgage Note,
subject only to (a) liens of the Cooperative for unpaid assessments
representing the Mortgagor's pro rata share of the Cooperative's
payments for its blanket mortgage, current and future real property
taxes, insurance premiums, maintenance fees and other assessments to
which like collateral is commonly subject and (b) other matters to
which like collateral is commonly subject which do not materially
interfere with the benefits of the security intended to be provided by
the Security Agreement. There are no liens against or security
interest in the Cooperative Stock relating to such Cooperative Loan
(except for unpaid maintenance, assessments and other amounts owed to
the related Cooperative which individually or in the aggregate do not
have a material adverse effect on such Cooperative Loan), which have
priority over the Trustee's security interest in such Cooperative
Stock;
(C) The Cooperative Stock that is pledged as security for the
Mortgage Loan is held by a person as a "tenant-stockholder" within the
meaning of section 216 of the Code, the related Cooperative that owns
title to the related cooperative apartment building is a "cooperative
housing corporation" within the meaning of section 216 of the Code,
and such Cooperative is in material compliance with applicable
federal, state and local laws which, if not complied with, could have
a material adverse effect on the Mortgaged Property; and
(D) There is no prohibition against pledging the Cooperative
Stock or assigning the Proprietary Lease; and
(xxx) With respect to each Mortgage Loan identified on Exhibit C as
having been originated or acquired under the Company's Enhanced Streamlined
Refinance program, the value of the related Mortgaged Property, as of the
date of such origination or acquisition under the Company's Enhanced
Streamlined Refinance program, is no less than the value thereof
established at the time the mortgage loan that is the subject of the
refinancing was originated.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Mortgage
Files to the Trustee. Upon discovery by either the Company or the Trustee of a
breach of any of the foregoing representations and warranties which materially
and adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other. Subject to the following sentence, within 60 days of its
discovery or its receipt of notice of breach, or, with the prior written consent
of a Responsible Officer of the Trustee, such longer period specified in such
consent, the Company shall cure such breach in all material respects or shall
repurchase such Mortgage Loan from the Trustee or replace such Mortgage Loan
pursuant to Section 2.03(b). Any such repurchase by the Company shall be
accomplished in the manner set forth in Section 2.02, subject to the proviso of
the third-to-last sentence thereof, and at the Purchase Price. It is understood
and agreed that the obligation of the Company to repurchase or replace any
Mortgage Loan as to which a breach occurred and is continuing shall constitute
the sole remedy respecting such breach available to Certificateholders or the
Trustee on behalf of Certificateholders and such obligation of the Company to
repurchase or replace any such Mortgage Loan shall not be assumed by any Person
which may succeed the Company as servicer hereunder, but shall continue as an
obligation of the Company. Notwithstanding the preceding sentence, if a breach
of the representation and warranty of the Company contained in Section
2.03(a)(ix) occurs as a result of a violation of the federal Truth in Lending
Act, 15 U.S.C. ss. 1601 et seq., as amended ("TILA") or any state truth in
lending or similar statute, and the Trustee or the Trust Fund is named as a
defendant in a TILA suit or a suit under any such statutes in respect of such
violation and liability in respect thereof is imposed upon the Trustee or the
Trust Fund as assignees of the related Mortgage Loan pursuant to Section 1641 of
TILA, or any analogous provision of any such statute, the Company shall
indemnify the Trustee and the Trust Fund from, and hold them harmless against,
any and all losses, liabilities, damages, claims or expenses (including
reasonable attorneys' fees) to which the Trustee and the Trust Fund, or either
of them, become subject pursuant to TILA or any such statute, insofar as such
losses, damages, claims or expenses (including reasonable attorneys' fees)
result from such violation. The Company's obligations under the preceding
sentence shall not impair or derogate from the Company's obligations to the
Trustee under Section 8.05.
(b) If the Company is required to repurchase any Mortgage Loan pursuant to
Section 2.02 or 2.03(a), the Company may, at its option, within the applicable
time period specified in such respective Sections, remove such Defective
Mortgage Loan from the terms of this Agreement and substitute one or more other
mortgage loans for such Defective Mortgage Loan, in lieu of repurchasing such
Defective Mortgage Loan, provided that no such substitution shall occur more
than two years after the Closing Date. Any substitute Mortgage Loan shall (a)
have a Scheduled Principal Balance (together with that of any other Mortgage
Loan substituted for the same Defective Mortgage Loan) as of the first
Distribution Date following the month of substitution not in excess of the
Scheduled Principal Balance of the Defective Mortgage Loan as of such date (the
amount of any difference, plus one month's interest thereon at the respective
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); and provided, further, that all such losses, other than Special
Event Losses, that would otherwise be allocable to the Class A2
Certificates shall be allocable, first, to the Class A4 Certificates, until
the Class Certificate Balance thereof has been reduced to zero, and second,
to the Class A2 Certificates.
(c) With respect to any Distribution Date, the principal portion of any
Excess Loss (other than Excess Bankruptcy Losses attributable to Debt Service
Reductions) shall be allocated as follows: (1) the PO Percentage of any such
loss shall be allocated to the Class PO Certificates, and (2) the Non-PO
Percentage of any such loss shall be allocated to each Class of Certificates
other than the Class PO Certificates, pro rata, based on the respective Class
Certificate Principal Balances thereof; provided, that any such loss allocated
to any Class of Accrual Certificates (and any Accrual Component) shall be
allocated (subject to Section 4.03(d)) on the basis of the lesser of (x) the
Class Certificate Principal Balance (or Component Principal Balance) thereof
immediately prior to the applicable Distribution Date and (y) the Class
Certificate Principal Balance (or Component Principal Balance) thereof on the
Closing Date (as reduced by any Realized Losses previously allocated thereto).
(d) Any Realized Losses allocated to a Class of Certificates pursuant to
Section 4.03(b) or (c) shall be allocated among the Certificates of such Class
in proportion to their respective Certificate Principal Balances. In addition,
any Realized Losses allocated to any Class of Component Certificates on a
Distribution Date shall be allocated in reduction of the Component Principal
Balances of the related Components (other than any Notional Component) in
proportion to their respective Component Principal Balances immediately prior to
such Distribution Date. Any allocation of Realized Losses pursuant to this
paragraph (d) shall be accomplished by reducing the Certificate Principal
Balance (or, in the case of any Component, the Component Principal Balance) of
the related Certificates (or Components) on the related Distribution Date in
accordance with Section 4.03(e).
(e) Realized Losses allocated in accordance with this Section 4.03 shall be
allocated on the Distribution Date in the month following the month in which
such loss was incurred and, in the case of the principal portion thereof, after
giving effect to distributions made on such Distribution Date, except that the
aggregate amount of Realized Losses to be allocated to the Class PO Certificates
on such Distribution Date will be taken into account in determining
distributions in respect of any Class PO Deferred Amount for such date.
(f) On each Distribution Date, the Company shall determine the Subordinate
Certificate Writedown Amount, if any. Any such Subordinate Certificate Writedown
Amount shall effect a corresponding reduction in the Certificate Principal
Balance of the Subordinate Certificates, which reduction shall occur on such
Distribution Date after giving effect to distributions made on such Distribution
Date.
(g) Notwithstanding the foregoing, no such allocation of any Realized Loss
shall be made on a Distribution Date to a Class of Certificates to the extent
that such allocation would result in the reduction of the aggregate Certificate
Principal Balances of all the Certificates as of such Distribution Date, after
giving effect to all distributions and prior allocations of Realized Losses on
such date, to an amount less than the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the first day of the month of such Distribution Date,
less any Deficient Valuations occurring on or prior to the Bankruptcy Coverage
Termination Date (such limitation, the "Loss Allocation Limitation").
Section 4.04. Monthly Advances; Purchases of Defaulted Mortgage Loans. (a)
The Company shall be required to make Monthly Advances in the manner and to the
extent provided herein. Prior to the close of business on each Determination
Date, the Company shall determine (i) the amount of the Monthly Advance which it
is required to make on the related Distribution Date and (ii) whether it has
elected to purchase any Defaulted Mortgage Loan or Loans on such Distribution
Date. If the Company so elects to purchase any Defaulted Mortgage Loans (or is
required to purchase any Mortgage Loan pursuant to Section 2.02 or 2.03(a)), no
Monthly Advance shall be required with respect thereto for the month in which
such purchase occurs. The Company shall include information as to each of such
determinations in the Servicer's Certificate furnished by it to the Trustee in
accordance with Section 4.06 and shall be obligated to transfer to the
Certificate Account pursuant to Section 3.02(d) on or before 11:00 a.m. New York
time on the Business Day next preceding the following Distribution Date in
next-day funds the respective amounts applicable to such determinations
appearing in such Servicer's Certificate. Upon receipt by the Trustee of written
notification signed by a Servicing Officer of any such deposit relating to the
purchase by the Company of such a Mortgage Loan, the Trustee shall release to
the Company the related Mortgage File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the Company any Mortgage Loan released pursuant hereto.
(b) In the event that the Company transfers or expects to transfer less
than the Available Funds required to be deposited by it pursuant to Section
3.02(d), the Company shall so notify the Trustee no later than 9:00 a.m. on the
Business Day preceding the related Distribution Date, and the amount so
transferred, if any, shall be deemed to have been transferred first pursuant to
clause (i) of the definition of Available Funds, second pursuant to clause (iii)
of the definition of Available Funds, and third pursuant to clause (ii) of the
definition of Available Funds. Such notice shall specify each Mortgage Loan
delinquent as of the preceding Determination Date. In such event, the Trustee
shall make any Monthly Advance required to be made hereunder, in the manner and
to the extent required; provided, the Trustee shall not be so obligated if
prohibited by applicable law.
(c) In the event that the Company is succeeded hereunder as servicer, the
obligation to make Monthly Advances in the manner and to the extent required by
Section 4.04(a) shall be assumed by the successor servicer (subject to Section
7.02).
Section 4.05. Statements to Certificateholders. Each month, at least two
Business Days prior to each Distribution Date, the Company shall deliver to the
Trustee for mailing to each Certificateholder, and the Trustee shall mail to
each Certificateholder on such Distribution Date, a statement (each, a
"Distribution Date Statement") substantially in the form of Exhibit J hereto,
setting forth:
(i) The amount of such distribution to the Certificateholders of each
Class (and in respect of any Component), other than any Notional
Certificates (and any Notional Component), allocable to principal,
separately identifying the aggregate amount of any Principal Prepayments
included therein (including, for this purpose, the Scheduled Principal
Balances of all Defaulted Mortgage Loans and Defective Mortgage Loans
purchased pursuant to Section 2.02, 2.03(b) or 3.16, respectively, and any
amounts deposited pursuant to Section 2.03(b) in connection with the
substitution of any Mortgage Loans pursuant to Section 2.02 or 2.03(a), the
proceeds of which purchases or substitutions are being distributed on such
Distribution Date);
(ii) The amount of such distribution to the Certificateholders of each
Class (other than any Class of Principal Only Certificates) allocable to
interest, including any Accrual Amount added to the Class Certificate
Principal Balance or Component Principal Balance of any Class of Accrual
Certificates or any Accrual Components;
(iii) The amount of servicing compensation paid to the Company during
the month preceding the month of distribution in respect of the Mortgage
Loans and such other customary information as the Company deems necessary
or desirable to enable Certificateholders to prepare their tax returns;
(iv) The Pool Scheduled Principal Balance and the aggregate number of
the Mortgage Loans on the preceding Due Date after giving effect to all
distributions allocable to principal made on such Distribution Date;
(v) The Class Certificate Principal Balance (or Notional Principal
Balance) of each Class, the Component Principal Balance of each Component
and the Certificate Principal Balance (or Notional Principal Balance) of a
Single Certificate of each Class after giving effect to (i) all
distributions allocable to principal (or reductions in the Notional
Principal Balance, in the case of the Notional Certificates, or the
addition of any Accrual Amount, in the case of any Class of Accrual
Certificates) made on such Distribution Date and (ii) the allocation of any
Realized Losses and any Subordinate Certificate Writedown Amount for such
Distribution Date;
(vi) The Pay-out Rate applicable to each Class of Certificates;
(vii) The book value and unpaid principal balance of any real estate
acquired on behalf of Certificateholders through foreclosure, or grant of a
deed in lieu of foreclosure or otherwise, of any REO Mortgage Loan, and the
number of the related Mortgage Loans;
(viii) The aggregate Scheduled Principal Balances and number of
Mortgage Loans which, as of the close of business on the last day of the
month preceding the related Distribution Date, were (a) delinquent as to a
total of (x) 30-59 days, (y) 60-89 days and (z) 90 days or more, and (b) in
foreclosure;
(ix) The Scheduled Principal Balance of any Mortgage Loan replaced
pursuant to Section 2.03(b);
(x) The Certificate Interest Rates of any LIBOR Certificates and any
COFI Certificates applicable to the Interest Accrual Period relating to
such Distribution Date and such Class;
(xi) The Senior Percentage, the Group II Senior Percentage, the Group
II Senior Scheduled Distribution Percentage and the Junior Percentage for
such Distribution Date;
(xii) The Senior Prepayment Percentage, the Group II Senior Prepayment
Distribution Percentage and the Junior Prepayment Percentage for such
Distribution Date; and
(xiii) The amount of such distribution to the Certificateholders of
each Class allocable to Unanticipated Recoveries.
In the case of information furnished pursuant to clauses (i) through (iii)
above, the amounts shall be expressed as a dollar amount per Single Certificate.
In connection with any proposed transfer of a Certificate that is purported
to be made in reliance on Rule 144A under the Securities Act, the Company shall
be responsible for furnishing such information as may be required thereunder to
a proposed transferee. In furtherance of the Company's obligations hereunder,
the Company hereby instructs the Trustee, at the Company's expense and on its
behalf, and the Trustee agrees, to promptly make available to the proposed
transferee, upon request of the holder, (i) all statements furnished to
Certificateholders pursuant to this Section 4.05(a) on previous Distribution
Dates, (ii) all certificates furnished to the Trustee pursuant to Section 4.06
in prior months, (iii) Officer's Certificates furnished to the Trustee pursuant
to Section 3.12 for the two years preceding such request, (iv) reports of
independent accountants furnished to the Trustee pursuant to Section 3.13 for
the two years preceding such request, (v) a copy of the Private Placement
Memorandum relating to such Certificate, together with any amendments or
supplements thereto issued by the Company (which copy shall be furnished to the
Trustee by the Company), and (vi) the Company's Current Report on Form 8-K,
dated the Closing Date, relating to the Mortgage Loans; provided, however, that
the Trustee shall in no event be required to make available such statements or
certificates pursuant to clauses (i) and (ii) above relating to Distribution
Dates occurring more than twenty-four months preceding the month in which such
request was received; provided, further, however, that notwithstanding the
Trustee's agreement as aforesaid to provide such materials to a proposed
transferee, the Trustee does not assume, and shall not thereby be deemed to have
assumed, any responsibility for compliance by the Company with Rule 144A
(subject to the Trustee's agreement set forth in the second sentence of this
paragraph) and shall be entitled to include a notice with such statements or
certificates to the effect that such materials have not been prepared or
assembled by the Trustee and that the Trustee assumes no responsibility for the
adequacy, sufficiency or contents thereof. In connection with any such proposed
transfer, the Company shall make available to the proposed holder, at the
request of the related transferor, such additional information, if any, as may
be required to be delivered pursuant to Rule 144A(d)(4).
Section 4.06. Servicer's Certificate. Each month, not later than the second
Business Day next preceding each Distribution Date, the Company shall deliver to
the Trustee a completed Servicer's Certificate.
Section 4.07. Reports of Foreclosures and Abandonments of Mortgaged
Property. The Trustee (or the Company on behalf of the Trustee) shall, in each
year beginning after 1999, make the reports of foreclosures and abandonments of
any Mortgaged Property as required by section 6050J of the Code. In order to
facilitate this reporting process, the Company, on or before January 15th of
each year, shall provide to the Trustee reports relating to each instance
occurring during the previous calendar year in which the Company (i) on behalf
of the Trustee acquires an interest in a Mortgaged Property through foreclosure
or other comparable conversion in full or partial satisfaction of a Mortgage
Loan, or (ii) knows or has reason to know that a Mortgaged Property has been
abandoned. Reports from the Company shall be in form and substance sufficient to
meet the reporting requirements imposed by section 6050J of the Code.
Section 4.08. Reduction of Base Servicing Fees by Compensating Interest
Payments. The aggregate amount of the Base Servicing Fees subject to retention
by the Company as servicer in respect of any Distribution Date shall be reduced
by the amount of any Compensating Interest Payment for such Distribution Date.
Section 4.09. Surety Bond. (a) If a Required Surety Payment is payable
pursuant to the Surety Bond with respect to any Pledged Asset Mortgage Loan, the
Company shall so notify the Trustee as soon as reasonably practicable and shall,
on behalf of the Trustee for the benefit of the Certificateholders, promptly
complete the notice in the form of Attachment 1 to the Surety Bond and shall
promptly submit such notice to the Surety as a claim for a Required Surety
Payment.
(b) Upon receipt of a Required Surety Payment from the Surety on behalf of
the Certificateholders, the Company shall promptly credit such amount to the
Mortgage Loan Payment Record.
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates. (a) The Certificates shall be substantially
in the forms set forth in Exhibit A hereto, as applicable, and shall, on
original issue, be executed by the Trustee, not in its individual capacity but
solely as Trustee, and countersigned and delivered by the Trustee to or upon the
order of the Company as provided in Article II.
(b) The Certificates shall be issued in an aggregate Initial Certificate
Principal Balance of $293,121,871.36. 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 A1 $234,353,900.00 6.50% $25,000
Class A2 16,324,000.00 6.50 25,000
Class A3 27,325,000.00 6.50 25,000
Class A4 2,000,000.00 6.50 25,000
Class PO 661,098.55 0.00 (1)
Class M 6,155,000.00 6.50 100,000
Class B1 2,199,000.00 6.50 100,000
Class B2 1,319,000.00 6.50 100,000
Class B3 1,465,000.00 6.50 250,000
Class B4 587,000.00 6.50 250,000
Class B5 732,772.81 6.50 250,000
Class R 100.00 6.50 100
- -------------------------
(1) The Class PO Certificates will be issued as a single Certificate evidencing
the entire Class Certificate Principal Balance of such Class.
(c) The Certificates shall be issuable in registered form only. The
Book-Entry Certificates will be evidenced by one or more certificates,
beneficial ownership of which will be held in the minimum dollar denominations
in Certificate Principal Balance or Notional Principal Balance, as applicable,
specified in Section 5.01(b), and integral multiples of $1,000 in excess
thereof. The Non-Book-Entry Certificates other than the Residual Certificate
shall each be issued in the minimum dollar denominations in Certificate
Principal Balance or Notional Principal Balance, as applicable, specified in
Section 5.01(b), and integral multiples of $1,000 in excess thereof (and, if
necessary, in the amount of the remaining Class Certificate Principal Balance or
Notional Principal Balance, as applicable, of each Class, in the case of one
Certificate of such Class). The Residual Certificate shall be issued as a single
certificate evidencing the entire Class Certificate Principal Balance of such
Class and having a Percentage Interest of 100%. If necessary, one Certificate of
each Class of Book-Entry Certificates may evidence an additional amount equal to
the remainder of the Class Certificate Principal Balance (or Notional Principal
Balance) of such Class.
(d) The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized officer under its seal, which may be in
facsimile form and be imprinted or otherwise reproduced thereon. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such Certificate. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless such Certificate shall have been manually countersigned
by the Trustee substantially in the forms set forth in Exhibit A hereto, and
such countersignature upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates issued on the Closing Date shall be dated the
Closing Date; all Certificates issued thereafter shall be dated the date of
their countersignature.
(e) [Reserved]
Section 5.02. Registration of Transfer and Exchange of Certificates. (a)
The Trustee shall cause to be kept at an office or agency in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
New York a Certificate Register in which, subject to such reasonable regulations
as it may prescribe, the Trustee shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee shall initially serve as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided.
Subject to Sections 5.02(b) and 5.02(c), upon surrender for registration of
transfer of any Certificate at the Corporate Trust Office, the Trustee shall
execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same Class in authorized
denominations of a like Percentage Interest.
At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of authorized denominations of a like Class and Percentage
Interest, upon surrender of the Certificates to be exchanged at any such office
or agency. Whenever any Certificates are so surrendered for exchange the Trustee
shall execute, countersign and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for registration of transfer or exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder thereof or his
attorney duly authorized in writing.
No service charge shall be made for any registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
All Certificates surrendered for registration of transfer and exchange
shall be canceled and subsequently destroyed by the Trustee and a certificate of
destruction shall be delivered by the Trustee to the Company.
(b) No legal or beneficial interest in all or any portion of the Residual
Certificates may be transferred directly or indirectly to (i) Disqualified
Organization or an agent of a Disqualified Organization (including a broker,
nominee, or middleman), (ii) an entity that holds REMIC residual securities as
nominee to facilitate the clearance and settlement of such securities through
electronic book-entry changes in accounts of participating organizations (a
"Book-Entry Nominee"), or (iii) an individual, corporation, partnership or other
person unless such transferee (A) is not a Non-U.S. Person or (B) is a Non-U.S.
Person that holds a Residual Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor and
the Trustee with an effective Internal Revenue Service Form 4224 or (C) is a
Non-U.S. Person that has delivered to both the transferor and the Trustee an
opinion of a nationally recognized tax counsel to the effect that the transfer
of a Residual Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of a
Residual Certificate will not be disregarded for federal income tax purposes
(any such person who is not covered by clause (A), (B) or (C) above being
referred to herein as a "Non-permitted Foreign Holder"), and any such purported
transfer shall be void and have no effect. The Trustee shall not execute, and
shall not authenticate and deliver, a Residual Certificate in connection with
any transfer thereof unless the transferor shall have provided to the Trustee an
affidavit, substantially in the form attached as Exhibit F hereto, signed by the
transferee, to the effect that the transferee is not such a Disqualified
Organization, an agent (including a broker, nominee, or middleman) for any
entity as to which the transferee has not received a substantially similar
affidavit, a Book-Entry Nominee or a Non-permitted Foreign Holder, which
affidavit shall contain the consent of the transferee to any such amendments of
this Agreement as may be required to further effectuate the foregoing
restrictions on transfer of the Residual Certificates to Disqualified
Organizations, Book-Entry Nominees or Non-permitted Foreign Holders, and an
agreement by the Transferee that it will not transfer a Residual Certificate
without providing to the Trustee an affidavit substantially in the form attached
as Exhibit F hereto and a letter substantially in the form attached as Exhibit G
hereto. Such affidavit shall also contain the statement of the transferee that
(i) it does not have the intention to impede the assessment or collection of any
federal, state or local taxes legally required to be paid with respect to the
Residual Certificates and (ii) it understands that it may incur tax liabilities
in excess of cash flows generated by a Residual Certificate and that it intends
to pay taxes associated with holding a Residual Certificate as they become due.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Residual Certificates, shall be
accompanied by a written statement in the form attached as Exhibit G hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has (i) no actual knowledge that the transferee is a Disqualified
Organization, Book-Entry Nominee or Non-permitted Foreign Holder, (ii) no reason
to believe that the transferee has the intention to impede the assessment or
collection of any federal, state or local taxes legally required to be paid with
respect to a Residual Certificate, and (iii) conducted a reasonable
investigation and found that the transferee had historically paid its debts as
they came due and found no significant evidence to indicate that the transferee
will not continue to pay its debts as they become due. The Residual Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Company that any legal or beneficial interest in any
portion of the Residual Certificates has been transferred, directly or
indirectly, to a Disqualified Organization or agent thereof (including a broker,
nominee, or middleman) in contravention of the foregoing restrictions, (i) such
transferee shall be deemed to hold the Residual Certificate in constructive
trust for the last transferor who was not a Disqualified Organization or agent
thereof, and such transferor shall be restored as the owner of such Residual
Certificate as completely as if such transfer had never occurred, provided that
the Company may, but is not required to, recover any distributions made to such
transferee with respect to the Residual Certificate and return such recovery to
the transferor, and (ii) the Company agrees to furnish to the Internal Revenue
Service and to any transferor of the Residual Certificate or such agent (within
60 days of the request therefor by the transferor or agent) such information
necessary to the application of section 860E(e) of the Code as may be required
by the Code, including but not limited to the present value of the total
anticipated excess inclusions with respect to the Residual Certificate (or
portion thereof) for periods after such transfer. At the election of the
Company, the cost to the Company of computing and furnishing such information
may be charged to the transferor or such agent referred to above; however, the
Company shall in no event be excused from furnishing such information.
The restrictions on transfers of the Residual Certificates set forth in the
preceding three paragraphs shall cease to apply to transfers (and the applicable
portions of the legend to the Residual Certificates may be deleted) after
delivery to the Trustee of an Opinion of Counsel to the effect that the
elimination of such restrictions will not cause the REMIC established hereunder
to fail to qualify as a REMIC at any time that the Certificates are outstanding.
No transfer of a Restricted Certificate shall be made unless such transfer
is made pursuant to an effective registration statement under the Securities Act
of 1933, as amended (the "Act"), and any applicable state securities laws, in
each case as evidenced by an Officer's Certificate, or is exempt from the
registration requirements of the Act and any applicable state securities laws.
In the event of such registration, any restrictive legends set forth in the form
of the relevant Restricted Certificate in Exhibit A hereto with respect to the
Act and state securities law restrictions shall be removed by the Trustee upon
request of the Holder thereof and automatically upon exchange or registration of
transfer thereof. As a condition to any transfer that is to be made in reliance
upon an exemption from the Act and such laws of a (i) Class PO Certificate or
(ii) Restricted Junior Certificate to any person other than a QIB (as certified
by the proposed transferee in the form of assignment attached to the related
Certificate), either (x) the Trustee shall require the transferee to execute an
investment letter in the form substantially as set forth in Exhibit I hereto or
in such other form as may be acceptable to the Trustee, certifying as to the
facts surrounding such transfer, or (y) in lieu of such investment letter, the
Trustee may accept a written Opinion of Counsel (in form and substance
acceptable to the Trustee) that such proposed transfer may be made pursuant to
an exemption from the Act. As an additional condition to any transfer of a
Restricted Certificate, either (i) the transferor and the transferee shall
complete the form of assignment attached to the Certificate proposed to be
transferred, or (ii) the Trustee shall have received the above-referenced
Opinion of Counsel. The holder of any Restricted Certificate desiring to effect
the transfer thereof to a person other than a QIB shall, and hereby agrees to,
comply with any applicable conditions set forth in the preceding two sentences
and indemnify the Trustee and the Company against any liability that may result
if the transfer thereof is not so exempt or is not made in accordance with such
federal and state laws. Such agreement to so indemnify the Trustee and the
Company shall survive the termination of this Agreement. Notwithstanding the
foregoing, no Opinion of Counsel or investment letter shall be required upon the
original issuance of (i) the Restricted Junior Certificates to the Initial
Purchaser (as defined in the Private Placement Memorandum) or its nominee and
(ii) the Class PO Certificates to the Company or upon any subsequent transfer of
any Class PO Certificate by the Company, provided that if any Restricted Junior
Certificates are, at the request of the Initial Purchaser, registered in the
name of its nominee, the Initial Purchaser shall be deemed to acknowledge and
agree with the Company and the Trustee that no transfer of a beneficial interest
in such Certificates will be made without registering such Certificates in the
name of the transferee, which shall be a Person other than such nominee. Any
opinion or letter required pursuant to this paragraph shall not be at the
expense of the Trust Fund or the Trustee.
(c) (i) No transfer of an ERISA-Restricted Certificate in the form of a
Definitive Certificate shall be made to any Person unless the Trustee has
received (A) a certificate (substantially in the form of Exhibit E or such other
form as is acceptable to the Company and the Trustee) from such transferee to
the effect that such transferee (i) is not a Plan or a Person that is using the
assets of a Plan to acquire such ERISA-Restricted Certificate or (ii) is an
insurance company investing assets of its general account and the exemptions
provided by Section III(a) of Department of Labor Prohibited Transaction Class
Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemptions") apply to
the transferee's acquisition and holding of any ERISA-Restricted Certificate or
(B) an opinion of counsel satisfactory to the Trustee and the Company to the
effect that the purchase and holding of such a Certificate will not constitute
or result in the assets of the Trust Fund being deemed to be "plan assets"
subject to the prohibited transactions provisions of ERISA or Section 4975 of
the Code and will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however, that the
Trustee will not require such certificate or opinion in the event that, as a
result of a change of law or otherwise, counsel satisfactory to the Trustee has
rendered an opinion to the effect that the purchase and holding of an
ERISA-Restricted Certificate by a Plan or a Person that is purchasing or holding
such a Certificate with the assets of a Plan will not constitute or result in a
prohibited transaction under ERISA or Section 4975 of the Code. The preparation
and delivery of the certificate and opinions referred to above shall not be an
expense of the Trust Fund, the Trustee or the Company. Notwithstanding the
foregoing, no opinion or certificate shall be required for the initial issuance
of the ERISA-Restricted Certificates.
(ii) No transfer of a Residual Certificate shall be made to any Person
unless the Trustee has received a certification (substantially in the form
of paragraph 4 of Exhibit F) from such transferee to the effect that, among
other things, such transferee is not a Plan or a Person that is using the
assets of a Plan to acquire any such Certificate. The preparation and
delivery of such certificate shall not be an expense of the Trust Fund, the
Trustee or the Company.
(d) Subject to Section 8.01(i) hereof, the Trustee may conclusively rely
upon any certificate, affidavit or opinion delivered pursuant to Section 5.02(b)
or (c). Any certificate or affidavit required to be delivered by a transferee
under this Section 5.02 may be executed and delivered in the name of such
transferee by its attorney-in-fact duly authorized in writing in form and
substance satisfactory to the Trustee.
(e) Except as to any additional Certificate of any Class of Book-Entry
Certificates held in physical certificated form pursuant to Section 5.02(g) or
any Restricted Junior Certificate of any Class of Book-Entry Certificates that
is transferred to an entity other than a QIB, the Book-Entry Certificates shall,
subject to Section 5.02(f), at all times remain registered in the name of the
Depository or its nominee and at all times: (i) registration thereof may not be
transferred by the Trustee except to another Depository; (ii) the Depository
shall maintain book-entry records with respect to the Certificate Owners and
with respect to ownership and transfers of such Certificates; (iii) ownership
and transfers of registration of the Certificates issued in book-entry form on
the books of the Depository shall be governed by applicable rules established by
the Depository and the rights of Certificate Owners with respect to Book-Entry
Certificates shall be governed by applicable law and agreements between such
Certificate Owners and the Depository, Depository Participants, and indirect
participating firms; (iv) the Depository may collect its usual and customary
fees, charges and expenses from its Depository Participants; (v) the Trustee
shall deal with the Depository, Depository Participants and indirect
participating firms as authorized representatives of the Certificate Owners of
the Certificates issued in book-entry form for all purposes including the making
of payments due on the Book-Entry Certificates and exercising the rights of
Holders under this Agreement, and requests and directions for and votes of such
representatives shall not be deemed to be inconsistent if they are made with
respect to different Certificate Owners; (vi) the Trustee may rely and shall be
fully protected in relying upon information furnished by the Depository with
respect to its Depository Participants and furnished by the Depository
Participants with respect to indirect participating firms and persons shown on
the books of such indirect participating firms as direct or indirect Certificate
Owners; (vii) Certificate Owners shall not be entitled to certificates for the
Book-Entry Certificates and (viii) the Trustee may establish a reasonable record
date in connection with solicitations of consents from or voting by
Certificateholders and give notice to the Depository of such record date.
All transfers by Certificate Owners of Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owner. Each Depository
Participant shall only transfer Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures. Except as provided herein, the Trustee shall
have no duty to monitor or restrict the transfer of Certificates or interests
therein, and shall have no liability for any transfer, including any transfer
made through the book-entry facilities of the Depository or between or among
Depository Participants or Certificate Owners, made in violation of applicable
restrictions set forth herein, except in the event of the failure of the Trustee
to perform its duties and fulfill its obligations under this Agreement.
(f) If (x)(i) the Company or the Depository advises the Trustee in writing
that the Depository is no longer willing, qualified or able to properly
discharge its responsibilities as Depository, and (ii) the Trustee or the
Company is unable to locate a qualified successor, (y) the Company at its option
advises the Trustee in writing that it elects to terminate the book-entry system
through the Depository or (z) after the occurrence of an Event of Default,
Certificate Owners representing not less than 51% of the aggregate Voting Rights
allocated to the Book-Entry Certificates together advise the Trustee and the
Depository through the Depository Participants in writing that the continuation
of a book-entry system through the Depository is no longer in the best interests
of the Certificate Owners, the Trustee shall notify all Certificate Owners,
through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Trustee of such Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall issue the Definitive Certificates. Neither the Company nor the
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Depository shall be deemed to
be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder.
(g) On or prior to the Closing Date, there shall be delivered to the
Depository (or to State Street Bank and Trust Company acting as custodian for
the Depository pursuant to the Depository's procedures) one certificate for each
Class of Book-Entry Certificates registered in the name of the Depository's
nominee, Cede & Co. The face amount of each such Certificate shall represent
100% of the initial Class Certificate Principal Balance thereof, except for such
amount that does not constitute an acceptable denomination to the Depository. An
additional Certificate of each Class of Book-Entry Certificates may be issued
evidencing such remainder and, if so issued, will be held in physical
certificated form by the Holders thereof. Each Certificate issued in book-entry
form shall bear the following legend:
"Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein."
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any
mutilated Certificate is surrendered to the Certificate Registrar, or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (b) there is delivered to the Company, the
Certificate Registrar and the Trustee such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Certificate Registrar or the Trustee that such Certificate has been
acquired by a bona fide purchaser, the Trustee shall execute, countersign and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor, Class and Percentage
Interest. In connection with the issuance of any new Certificate under this
Section 5.03, the Trustee may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any duplicate Certificate issued
pursuant to this Section 5.03 shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Company, the Trustee, the
Certificate Registrar and any agent of the Company, the Trustee or the
Certificate Registrar may treat the person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and for all other purposes whatsoever,
and neither the Company, the Trustee, the Certificate Registrar nor any agent of
the Company, the Trustee or the Certificate Registrar shall be affected by any
notice to the contrary.
Section 5.05. Access to List of Certificateholders' Names and Addresses.
The Certificate Registrar will furnish or cause to be furnished to the Company,
within 15 days after receipt by the Certificate Registrar of request therefor
from the Company in writing, a list, in such form as the Company may reasonably
require, of the names and addresses of the Certificateholders as of the most
recent Record Date for payment of distributions to Certificateholders. If three
or more Certificateholders (hereinafter referred to as "applicants") apply in
writing to the Trustee, and such application states that the applicants desire
to communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates and is accompanied by a copy of the
communication which such applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such application, afford such
applicants access during normal business hours to the most recent list of
Certificateholders held by the Trustee. If such list is as of a date more than
90 days prior to the date of receipt of such applicants' request, the Trustee
shall promptly request from the Certificate Registrar a current list as provided
above, and shall afford such applicants access to such list promptly upon
receipt. Every Certificateholder, by receiving and holding a Certificate, agrees
with the Certificate Registrar and the Trustee that neither the Certificate
Registrar nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.
Section 5.06. Representation of Certain Certificateholders. The fiduciary
of any Plan which becomes a Holder of a Certificate, by virtue of its acceptance
of such Certificate, will be deemed to have represented and warranted to the
Trustee and the Company that such Plan is an "accredited investor" as defined in
Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange
Commission under the Securities Act of 1933.
Section 5.07. Determination of COFI. (a) If the outstanding Certificates
include any COFI Certificates, then on each COFI Determination Date the Trustee
shall determine the value of COFI on the basis of the most recently available
Information Bulletin referred to in the definition of "COFI". The establishment
of COFI by the Trustee and the Trustee's subsequent calculation of the rates of
interest applicable to the COFI Certificates for each Interest Accrual Period
shall (in the absence of manifest error) be final and binding. During each
Interest Accrual Period, the Certificate Interest Rate for the COFI Certificates
for the current and immediately preceding Interest Accrual Period shall be made
available by the Trustee to Certificate Owners and Certificateholders at the
following telephone number: (617) 664-5500.
(b) The failure by the Federal Home Loan Bank of San Francisco to publish
COFI for a period of 65 calendar days will constitute an "Alternative Rate
Event" for purposes hereof. Upon the occurrence of an Alternative Rate Event,
the Company will calculate the Certificate Interest Rates for the COFI
Certificates for the subsequent Interest Accrual Periods by using, in place of
COFI, (i) the replacement index, if any, published or designated by the Federal
Home Loan Bank of San Francisco or (ii) if no replacement index is so published
or designated, an alternative index to be selected by the Company that has
performed, or that the Company expects to perform, in a manner substantially
similar to COFI. At the time an alternative index is first selected by the
Company, the Company shall determine the average number of basis points, if any,
by which the alternative index differed from COFI for such period as the
Company, in its sole discretion, reasonably determines to reflect fairly the
long-term difference between COFI and the alternative index, and shall adjust
the alternative index by such average. The Company shall select a particular
index as an alternative only if it receives an Opinion of Counsel to the effect
that the selection of such index will not cause any REMIC established hereunder
to fail to qualify as a REMIC for federal income tax purposes. In the absence of
manifest error, the selection of any alternative index as provided by this
Section 5.07(b) shall be final and binding for each subsequent Interest Accrual
Period. Upon the occurrence of an Alternative Rate Event, the Trustee shall have
no responsibility for the determination of any alternative index or the
calculation of the Certificate Interest Rates for the COFI Certificates.
(c) If at any time after the occurrence of an Alternative Rate Event the
Federal Home Loan Bank of San Francisco resumes publication of COFI, the
Certificate Interest Rates for the COFI Certificates for each Interest Accrual
Period commencing thereafter will be calculated by reference to COFI.
Section 5.08. Determination of LIBOR. (a) If the outstanding Certificates
include any LIBOR Certificates, then on each LIBOR Determination Date the
Trustee shall determine LIBOR for the related Interest Accrual Period as such
rate equal to the Interest Settlement Rate. If such rate does not appear on the
Designated Telerate Page as of 11:00 a.m., London time, on the applicable LIBOR
Determination Date:
(i) The Trustee will request the principal London office of each
Reference Bank (as defined in Section 5.08(e)) to provide such bank's
offered quotation (expressed as a percentage per annum) to prime banks in
the London interbank market for one-month U.S. Dollar deposits as of 11:00
a.m., London time, on the applicable LIBOR Determination Date.
(ii) If on any LIBOR Determination Date, two or more of the Reference
Banks provide such offered quotations, LIBOR for the next Interest Accrual
Period will be the arithmetic mean of such offered quotations (rounding
such arithmetic mean upwards, if necessary, to the nearest whole multiple
of 1/16%). If on any LIBOR Determination Date only one or none of the
Reference Banks provide such offered quotations, LIBOR for the next
Interest Accrual Period will be the rate per annum the Trustee determines
to be the arithmetic mean (rounding such arithmetic mean upwards, if
necessary, to the nearest whole multiple of 1/16%) of the one-month
Eurodollar lending rate that three major banks in New York City selected by
the Trustee are quoting as of approximately 11:00 a.m., New York City time,
on the first day of the applicable Interest Accrual Period.
(iii) If on any LIBOR Determination Date the Trustee is required but
unable to determine LIBOR in the manner provided in subparagraph (ii) of
this Section 5.08(a), LIBOR for the next Interest Accrual Period will be
LIBOR as determined on the previous LIBOR Determination Date, or, in the
case of the first LIBOR Determination Date, the Initial LIBOR Rate.
(b) The establishment of LIBOR by the Trustee and the Trustee's subsequent
calculation of the Certificate Interest Rates applicable to the LIBOR
Certificates for the relevant Interest Accrual Period, in the absence of
manifest error, will be final and binding.
(c) Within five Business Days of the Trustee's calculation of the
Certificate Interest Rates of the LIBOR Certificates, the Trustee shall furnish
to the Company by telecopy (or by such other means as the Trustee and the
Company may agree from time to time) such Certificate Interest Rates.
(d) The Trustee shall provide to Certificateholders who inquire of it by
telephone the Certificate Interest Rates of the LIBOR Certificates for the
current and immediately preceding Interest Accrual Period.
(e) As used herein, "Reference Banks" shall mean no more than four leading
banks engaged in transactions in Eurodollar deposits in the international
Eurocurrency market (i) with an established place of business in London,
England, (ii) whose quotations appear on the display designated "LIBO" on the
Reuters Monitor Money Rates Service (the "Reuters Screen LIBO Page") on the
applicable LIBOR Determination Date and (iii) which have been designated as such
by the Trustee and are able and willing to provide such quotations to the
Trustee on each LIBOR Determination Date. The Reference Banks initially shall
be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company
and Bankers Trust Company. If any of the initial Reference Banks should be
removed from the Reuters Screen LIBO Page or in any other way fail to meet the
qualifications of a Reference Bank, or if such page is no longer published, the
Trustee, after consultation with the Company, shall use its best efforts to
designate alternate Reference Banks.
ARTICLE VI
THE COMPANY
Section 6.01. Liability of the Company. The Company shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
upon and undertaken by the Company herein.
Section 6.02. Merger or Consolidation of, or Assumption of the Obligations
of, the Company. Any corporation into which the Company may be merged or
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Company shall be a party, or any corporation
succeeding to the business of the Company, or any corporation, more than 50% of
the voting stock of which is, directly or indirectly, owned by General Electric
Company, or any limited partnership, the sole general partner of which is either
the Company or a corporation, more than 50% of the voting stock of which is
owned, directly or indirectly, by General Electric Company, which executes an
agreement of assumption to perform every obligation of the Company hereunder,
shall be the successor of the Company hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section 6.03. Assignment. The Company may assign its rights and delegate
its duties and obligations as servicer under this Agreement; provided, that (i)
the purchaser or transferee accepting such assignment or delegation is qualified
to service mortgage loans for FNMA or FHLMC, is reasonably satisfactory to the
Trustee and executes and delivers to the Trustee an agreement, in form and
substance reasonably satisfactory to the Trustee, which contains an assumption
by such purchaser or transferee of the due and punctual performance and
observance of each covenant and condition to be performed or observed by the
Company as servicer hereunder from and after the date of such agreement and (ii)
each Rating Agency's rating of any Classes of Certificates in effect immediately
prior to such assignment or delegation would not be qualified, downgraded or
withdrawn as a result thereof. In the case of any such assignment or delegation,
the Company will be released from its obligations as servicer hereunder except
for liabilities and obligations as servicer incurred prior to such assignment or
delegation.
Section 6.04. Limitation on Liability of the Company and Others. Neither
the Company nor any of the directors or officers or employees or agents of the
Company shall be under any liability to the Trust Fund or the Certificateholders
for any action taken or for refraining from the taking of any action by the
Company pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Company or any such person
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties of the
Company or by reason of reckless disregard of obligations and duties of the
Company hereunder. The Company and any director or officer or employee or agent
of the Company may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Company and any director or officer or employee or agent of the
Company shall be indemnified by the Trust Fund and held harmless against any
loss, liability or expense incurred in connection with any legal action relating
to this Agreement or the Certificates, other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) and any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. The Company shall be under no obligation to appear in, prosecute or
defend any legal action which is not incidental to its duties to service the
Mortgage Loans in accordance with this Agreement and which in its opinion may
involve it in any expense or liability; provided, however, that the Company may
in its sole discretion undertake any such action which it may deem necessary or
desirable in respect of this Agreement, and the rights and duties of the parties
hereto and the interests of the Certificateholders hereunder. In such event, the
legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust Fund and the Company shall
be entitled to be reimbursed therefor from amounts credited to the Mortgage Loan
Payment Record as provided by Section 3.04.
Section 6.05. The Company Not to Resign. Subject to the provisions of
Sections 6.02 and 6.03, the Company shall not resign from the obligations and
duties hereby imposed on it except upon determination that the performance of
its duties hereunder is no longer permissible under applicable law. Any such
determination permitting the resignation of the Company shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
shall become effective until the Trustee or a successor servicer shall have
assumed the responsibilities and obligations of the Company in accordance with
Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default. If any one of the following events
("Events of Default") shall occur and be continuing:
(i) Any failure by the Company to make any payment to the Trustee of
funds pursuant to Section 3.02(d) out of which distributions to
Certificateholders of any Class are required to be made under the terms of
the Certificates and this Agreement which failure continues unremedied for
a period of three Business Days after the date upon which written notice of
such failure shall have been given to the Company by the Trustee or to the
Company and the Trustee by Holders of Certificates of each Class affected
thereby evidencing, as to each such Class, Percentage Interests aggregating
not less than 25%; or
(ii) Failure on the part of the Company duly to observe or perform in
any material respect any other covenants or agreements of the Company set
forth in the Certificates or in this Agreement, which covenants and
agreements (A) materially affect the rights of Certificateholders and (B)
continue unremedied for a period of 60 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been
given to the Company by the Trustee, or to the Company and the Trustee by
the Holders of Certificates of each Class affected thereby evidencing, as
to each such Class, Percentage Interests aggregating not less than 25%; or
(iii) The entry of a decree or order by a court or agency or
supervisory authority having jurisdiction in the premises for the
appointment of a conservator, receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Company, or for the winding up or
liquidation of the Company's affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days;
or
(iv) The consent by the Company to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshalling
of assets and liabilities or similar proceedings of or relating to the
Company or of or relating to substantially all of its property; or the
Company shall admit in writing its inability to pay its debts generally as
they become due, file a petition to take advantage of any applicable
insolvency or reorganization statute, make an assignment for the benefit of
its creditors, or voluntarily suspend payment of its obligations;
then, and in each and every such case, so long as an Event of Default shall not
have been remedied by the Company, either the Trustee, or the Holders of
Certificates of each Class affected thereby evidencing, as to each such Class,
Percentage Interests aggregating not less than 51%, by notice then given in
writing to the Company (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Company as servicer under
this Agreement. On or after the receipt by the Company of such written notice,
all authority and power of the Company under this Agreement, whether with
respect to the Certificates or the Mortgage Loans or otherwise, shall pass to
and be vested in the Trustee pursuant to and under this Section 7.01; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Company, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of the Mortgage
Loans and related documents, or otherwise, including, without limitation, the
recordation of the assignments of the Mortgage Loans to it. The Company agrees
to cooperate with the Trustee in effecting the termination of the
responsibilities and rights of the Company hereunder, including, without
limitation, the transfer to the Trustee for the administration by it of all cash
amounts that shall at the time be held by the Company and that have been or
should have been credited by it to the Mortgage Loan Payment Record, or that
have been deposited by the Company in the Certificate Account or are thereafter
received by the Company with respect to the Mortgage Loans. In addition to any
other amounts which are then, or, notwithstanding the termination of its
activities as servicer, may become, payable to the Company under this Agreement,
the Company shall be entitled to receive out of any delinquent payment on
account of interest on a Mortgage Loan, due during the period prior to the
notice pursuant to this Section 7.01 which terminates the obligation and rights
of the Company hereunder and received after such notice, that portion of such
payment which it would have been entitled to retain pursuant to Section 3.04(vi)
if such notice had not been given.
Section 7.02. Trustee to Act; Appointment of Successor. (a) On and after
the time the Company receives a notice of termination pursuant to Section 7.01,
the Trustee shall be the successor in all respects to the Company in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall succeed to all the rights of and be subject to all
the responsibilities, duties and liabilities relating thereto placed on the
Company in its capacity as servicer by the terms and provisions hereof;
provided, however, that the responsibilities and duties of the Company pursuant
to Sections 2.02 and 2.03(a) and, if the Trustee is prohibited by law or
regulation from making Monthly Advances, the responsibility to make Monthly
Advances pursuant to Section 4.04, shall not be the responsibilities, duties or
obligations of the Trustee; and provided further, that any failure of the
Trustee to perform such duties and responsibilities that is caused by the
Company's failure to cooperate with the Trustee as required by Section 7.01
shall not be considered a default by the Trustee hereunder. As compensation
therefor, the Trustee shall, except as provided in Section 7.01, be entitled to
such compensation as the Company would have been entitled to hereunder if no
such notice of termination had been given. Notwithstanding the above, the
Trustee may, if it shall be unwilling so to act, or shall, if it is legally
unable so to act, appoint, or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution approved to
service mortgage loans for either FNMA or FHLMC, having a net worth of not less
than $10,000,000, as the successor to the Company hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Company
hereunder. Pending appointment of a successor to the Company pursuant to this
Article VII, unless the Trustee is prohibited by law from so acting, the Trustee
shall act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the Company hereunder. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.
(b) Any successor, including the Trustee, to the Company as servicer
pursuant to this Article VII shall during the term of its service as servicer
maintain in force (i) a policy or policies of insurance covering errors and
omissions in the performance of its obligations as servicer hereunder, and (ii)
a fidelity bond in respect of its officers, employees and agents to the same
extent as the Company is so required pursuant to Section 3.15.
Section 7.03. Notification to Certificateholders. Upon any termination or
appointment of a successor to the Company pursuant to this Article VII, the
Trustee shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register.
ARTICLE VIII
THE TRUSTEE
Section 8.01. Duties of Trustee. The Trustee, prior to the occurrence of an
Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. If an Event of Default has occurred
(which has not been cured), the Trustee shall exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of care and skill
in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.
No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith on
the part of the Trustee, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee and conforming
to the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer of the Trustee, unless
it shall be proved that the Trustee was negligent in performing its duties
in accordance with the terms of this Agreement;
(iii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of the Holders of Certificates of each Class
affected thereby evidencing, as to each such Class, Percentage Interests
aggregating not less than 25%, relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement; and
(iv) The Trustee shall not be charged with knowledge of (A) any
failure by the Company to comply with the obligations of the Company
referred to in clauses (i) and (ii) of Section 7.01, (B) the rating
downgrade referred to in the definition of "Trigger Event" or (C) any
failure by the Company to comply with the obligations of the Company to
record the assignments of Mortgages referred to in Section 2.01 unless a
Responsible Officer of the Trustee at the Corporate Trust Office obtains
actual knowledge of such failures, occurrence or downgrade or the Trustee
receives written notice of such failures, occurrence or downgrade from the
Company or the Holders of Certificates of each Class affected thereby
evidencing, as to each such Class, Percentage Interests aggregating not
less than 25%.
Subject to any obligation of the Trustee to make Monthly Advances as
provided herein, the Trustee shall not be required to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require
the Trustee to perform, or be responsible for the manner of performance of, any
of the obligations of the Company under this Agreement, except during such time,
if any, as the Trustee shall be the successor to, and be vested with the rights,
duties, powers and privileges of, the Company in accordance with the terms of
this Agreement.
Section 8.02. Certain Matters Affecting the Trustee. Except as otherwise
provided in Section 8.01:
(i) The Trustee may conclusively rely and shall be protected in acting
or refraining from acting upon any resolution, Officer's Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Agreement, or to institute, conduct
or defend any litigation hereunder or in relation hereto, at the request,
order or direction of any of the Certificateholders, pursuant to the
provisions of this Agreement, unless such Certificateholders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby; nothing
contained herein shall, however, relieve the Trustee of the obligations,
upon the occurrence of an Event of Default (which has not been cured), to
exercise such of the rights and powers vested in it by this Agreement, and
to use the same degree of care and skill in their exercise as a prudent
person would exercise or use under the circumstances in the conduct of his
or her own affairs;
(iv) The Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this
Agreement;
(v) Prior to the occurrence of an Event of Default and after the
curing of all Events of Default which may have occurred, the Trustee shall
not be bound to make any investigation into the facts or matters stated in
any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or
documents, unless requested in writing so to do by Holders of Certificates
of each Class affected thereby evidencing, as to each such Class,
Percentage Interests aggregating not less than 25%; provided, however, that
if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such cost, expense or
liability as a condition to such proceeding. The reasonable expense of
every such investigation shall be paid by the Company or, if paid by the
Trustee, shall be reimbursed by the Company upon demand. Nothing in this
clause (v) shall derogate from the obligation of the Company to observe any
applicable law prohibiting disclosure of information regarding the
Mortgagors; and
(vi) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys or a custodian.
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans. The
recitals contained herein and in the Certificates (other than the signature and
countersignature of the Trustee on the Certificates) shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as to the validity
or sufficiency of this Agreement or of the Certificates (other than the
signature and countersignature of the Trustee on the Certificates) or of any
Mortgage Loan or related document. The Trustee shall not be accountable for the
use or application by the Company of any of the Certificates or of the proceeds
of such Certificates, or for the use or application of any funds paid to the
Company in respect of the Mortgage Loans or deposited in or withdrawn from the
Certificate Account by the Company.
Section 8.04. Trustee May Own Certificates. The Trustee in its individual
or any other capacity may become the owner or pledgee of Certificates with the
same rights as it would have if it were not Trustee.
Section 8.05. The Company to Pay Trustee's Fees and Expenses. The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by it in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties hereunder of
the Trustee, and the Company will pay or reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances (including any Monthly
Advances of the Trustee not previously reimbursed thereto pursuant to Section
3.04) incurred or made by the Trustee in accordance with any of the provisions
of this Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith or which is the responsibility of Certificateholders
hereunder. In addition, the Company covenants and agrees to indemnify the
Trustee from, and hold it harmless against, any and all losses, liabilities,
damages, claims or expenses other than those resulting from the negligence or
bad faith of the Trustee. From time to time, the Trustee may request that the
Company debit the Mortgage Loan Payment Record pursuant to Section 3.04 to
reimburse the Trustee for any Monthly Advances and Nonrecoverable Advances.
Section 8.06. Eligibility Requirements for Trustee. The Trustee hereunder
shall at all times be a corporation having its principal office either in the
State of New York or in the same state as that in which the initial Trustee
under this Agreement has its principal office and organized and doing business
under the laws of such State or the United States of America, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 8.06,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. The Trustee shall not be an affiliate of the Company. In case at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07.
Section 8.07. Resignation or Removal of Trustee. The Trustee may at any
time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Company. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor Trustee. If no successor Trustee shall
have been so appointed and having accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.
If the conditions in any of the following clauses (i), (ii) or (iii) shall
occur at any time, the Company may remove the Trustee: (i) the Trustee shall
cease to be eligible in accordance with the provisions of Section 8.06 and shall
fail to resign after written request therefor by the Company; (ii) the Trustee
shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or
a receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation; or (iii)
the replacement of the Trustee with a successor Trustee will enable the Company
to avoid (and should, based on the information included in the notice referred
to below, result in the avoidance of) a downgrading of the ratings assigned to
the Certificates by the Rating Agencies (whether or not other actions could
avoid such downgrading) and no Event of Default, as provided by Section 7.01
hereof, shall have occurred or be continuing; provided, however, that no action
shall be taken pursuant to this clause (iii) unless reasonable notice shall have
been provided to the Trustee, which notice shall set forth the basis for any
rating downgrade as contemplated by the Rating Agencies and shall also indicate
the manner in which such proposed action is intended to avoid such downgrade. If
it removes the Trustee under the authority of the immediately preceding
sentence, the Company shall promptly appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee.
Any resignation or removal of the Trustee and appointment of a successor
Trustee pursuant to any of the provisions of this Section 8.07 shall not become
effective until acceptance of appointment by the successor Trustee as provided
in Section 8.08.
Section 8.08. Successor Trustee. Any successor Trustee appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Company
and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee. The predecessor Trustee shall deliver to the successor Trustee
all Mortgage Files and related documents and statements held by it hereunder;
and the Company and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully and
certainly vesting and confirming in the successor Trustee all such rights,
powers, duties and obligations.
No successor Trustee shall accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor Trustee shall be
eligible under the provisions of Section 8.06.
Upon acceptance of appointment by a successor Trustee as provided in this
Section 8.08, the Company shall mail notice of the succession of such Trustee
hereunder to all holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor Trustee, the successor Trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee. Any corporation into
which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 8.06, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing any Mortgage Note may at the time be
located, the Company and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, of all or any part of the Trust Fund, or separate trustee or separate
trustees of any part of the Trust Fund, and to vest in such Person or Persons,
in such capacity and for the benefit of the Certificateholders, such title to
the Trust Fund, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Company and the Trustee may consider necessary or desirable. If the Company
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 8.08.
Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(i) All rights, powers, duties and obligations conferred or imposed
upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly
(it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Company hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights,
powers, duties and obligations (including the holding of title to the Trust
Fund or any portion thereof in any such jurisdiction) shall be exercised
and performed singly by such separate trustee or co-trustee, but solely at
the direction of the Trustee;
(ii) No trustee hereunder shall be held personally liable by reason of
any act or omission of any other trustee hereunder; and
(iii) The Company and the Trustee acting jointly may at any time
accept the resignation of or remove any separate trustee or co-trustee.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Company.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Compliance with REMIC Provisions; Tax Returns. The Trustee
shall at all times act in such a manner in the performance of its duties
hereunder as shall be necessary to prevent the Trust Fund from failing to
qualify as a REMIC and to prevent the imposition of a tax on the Trust Fund or
the REMIC established hereunder. The Trustee, upon request, will furnish the
Company with all such information within its possession as may be reasonably
required in connection with the preparation of all tax returns of the Trust Fund
and any Reserve Fund, and shall, upon request, execute such returns.
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Repurchase by the Company or Liquidation of
All Mortgage Loans. Subject to Section 9.02, the respective obligations and
responsibilities of the Company and the Trustee created hereby (other than the
obligation of the Trustee to make certain payments to Certificateholders after
the final Distribution Date and the obligation of the Trustee to send certain
notices as hereinafter set forth) shall terminate upon the last action required
to be taken by the Trustee on the final Distribution Date pursuant to this
Article IX following the earlier of (a) the repurchase by the Company of all
Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price
equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage
Loan (other than any REO Mortgage Loans described in the following clause) as of
the first day of the month in which such purchase price is to be distributed to
Certificateholders plus accrued and unpaid interest thereon at the applicable
Remittance Rate (less any amounts constituting previously unreimbursed Monthly
Advances) to the first day of the month in which such purchase price is to be
distributed to Certificateholders and (y) the appraised value of any REO
Mortgage Loan (less the good faith estimate of the Company of Liquidation
Expenses to be incurred in connection with its disposal thereof), such appraisal
to be conducted by an appraiser mutually agreed upon by the Company and the
Trustee, and (b) the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure or by
deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no
event shall the Trust Fund created hereby continue beyond the expiration of 21
years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States of America to the Court of St.
James's, living on the date of this Agreement. The right of the Company to
repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned
upon the aggregate of the Scheduled Principal Balance of the Outstanding
Mortgage Loans, at the time of any such repurchase, aggregating less than 10
percent of the aggregate of the Scheduled Principal Balance of the Mortgage
Loans as of the Cut-off Date.
Notice of any termination, specifying the Distribution Date upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Trustee by letter to Certificateholders mailed not earlier than the 15th day and
not later than the 25th day of the month next preceding the month of such final
distribution specifying (A) the Distribution Date upon which final payment of
the Certificates will be made upon presentation and surrender of the
Certificates at the office of the Trustee therein designated, (B) the amount of
any such final payment and (C) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon presentation
and surrender of the Certificates at the office of the Trustee therein
specified. The Trustee shall give such notice to the Certificate Registrar at
the time such notice is given to Certificateholders. In the event such notice is
given in connection with the exercise by the Company of its right of repurchase,
the Company shall deposit in the Certificate Account not later than 11:00 a.m.
on the Business Day prior to the final Distribution Date in next-day funds an
amount equal to the price described above. Upon presentation and surrender of
the Certificates, the Trustee shall cause to be distributed to
Certificateholders an amount equal to the price calculated as above provided,
any such repurchase being in lieu of the distribution otherwise required to be
made on the Distribution Date upon which the repurchase is effected. Upon
certification to the Trustee by a Servicing Officer following such final
deposit, the Trustee shall promptly release to the Company the Mortgage Files
for the repurchased Mortgage Loans.
On the final Distribution Date, the Trustee shall distribute amounts on
deposit in the Certificate Account in accordance with the applicable priorities
provided by Section 4.01. Distributions on each Certificate shall be made on the
final Distribution Date in the manner specified in Section 4.02 but only upon
presentation and surrender of the Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for cancellation within six months after the date specified in the
above-mentioned written notice, the Trustee shall give a second written notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets which remain subject
hereto.
Section 9.02. Additional Termination Requirements. (a) In the event the
Company exercises its purchase option as provided in Section 9.01, the Trust
Fund and the REMIC established hereunder shall be terminated in accordance with
the following additional requirements, unless the Trustee has been supplied with
an Opinion of Counsel to the effect that the failure to comply with the
requirements of this Section 9.02 will not (i) result in the imposition of taxes
on "prohibited transactions" of such REMIC as defined in section 860F of the
Code, or (ii) cause the Trust Fund to fail to qualify as a REMIC at any time
that any Certificates are outstanding:
(i) Within 90 days prior to the final Distribution Date set forth in
the notice given by the Trustee under Section 9.01, the Company shall
prepare and the Trustee shall execute and adopt a plan of complete
liquidation for such REMIC within the meaning of section 860F(a)(4)(A)(i)
of the Code, which shall be evidenced by such notice; and
(ii) Within 90 days after the time of adoption of such a plan of
complete liquidation, the Trustee shall sell all of the assets of the Trust
Fund to the Company for cash in accordance with Section 9.01.
(b) By their acceptance of the Residual Certificates, the Holders thereof
hereby authorize the Trustee to adopt such a plan of complete liquidation which
authorization shall be binding on all successor Holders of the Residual
Certificates.
(c) On the final federal income tax return for the REMIC established
hereunder, the Trustee will attach a statement specifying the date of the
adoption of the plan of liquidation.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment. This Agreement may be amended from time to time
by the Company and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein which may be defective or inconsistent with any
other provisions herein, or to surrender any right or power herein conferred
upon the Company, or to add any other provisions with respect to matters or
questions arising under this Agreement, which shall not be materially
inconsistent with the provisions of this Agreement; provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder. Notwithstanding the
foregoing, without the consent of the Certificateholders, the Trustee and the
Company may at any time and from time to time amend this Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
or appropriate to maintain the qualification of the Trust Fund as a REMIC under
the Code or to avoid or minimize the risk of the imposition of any tax on the
Trust Fund pursuant to the Code that would be a claim against the Trust Fund at
any time prior to the final redemption of the Certificates, provided that the
Trustee has obtained an opinion of independent counsel (which opinion also shall
be addressed to the Company) to the effect that such action is necessary or
appropriate to maintain such qualification or to avoid or minimize the risk of
the imposition of such a tax.
This Agreement may also be amended from time to time by the Company and the
Trustee with the consent of Holders of Certificates evidencing (i) not less than
66% of the Voting Rights of all the Certificates or (ii) Percentage Interests
aggregating not less than 66% of each Class affected by such amendment, for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement, or of modifying in any manner the rights of
the Holders of Certificates; provided, however, that no such amendment shall (a)
reduce in any manner the amount of, or delay the timing of, collections of
payments on the Mortgage Loans or distributions which are required to be made on
any Certificate without the consent of the Holder of such Certificate, (b)
adversely affect in any material respects the interests of the Holders of any
Class of Certificates in any manner other than as described in (a), without the
consent of the Holders of Certificates evidencing Percentage Interests
aggregating not less than 66% of such Class, or (c) reduce the aforesaid
percentages of Certificates of any Class required to consent to any such
amendment, without the consent of the Holders of all Certificates of such Class
then outstanding. For purposes of this paragraph, references to "Holder" or
"Holders" shall be deemed to include, in the case of any Class of Book-Entry
Certificates, the related Certificate Owners.
Notwithstanding any contrary provision of this Agreement, the Trustee shall
not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel to the effect that such amendment will not
subject the Trust Fund to tax or cause the Trust Fund to fail to qualify as a
REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any such amendment or consent the Trustee
shall furnish written notification of the substance of such amendment to each
Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
requirements as the Trustee may prescribe.
Section 10.02. Recordation of Agreement. This Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Company and at its expense on direction by the Trustee, but only upon direction
of the Trustee accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 10.03. Limitation on Rights of Certificateholders. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust
Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.
No Certificateholder shall have any right to vote (except as provided in
Section 10.01) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing itself
of any provisions of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates of each Class affected thereby evidencing, as to each
such Class, Percentage Interests aggregating not less than 25% shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing itself or themselves of any provisions of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of the Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of
this Section 10.03, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
Section 10.04. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Section 10.05. Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certified mail, return receipt requested, (a) in the
case of the Company, to GE Capital Mortgage Services, Inc., 3 Executive Campus,
Cherry Hill, New Jersey 08002, Attention: General Counsel, (b) in the case of
the Trustee, to State Street Bank and Trust Company, Corporate Trust Department,
225 Franklin Street, Boston, Massachusetts 02110, (c) in the case of Fitch, to
Fitch IBCA, Inc., One State Street Plaza, New York, New York 10004, Attention:
Structured Finance Surveillance, and (d) in the case of S&P, Standard and Poor's
Ratings Services, 26 Broadway, 10th Floor, New York, New York 10004, Attention:
Residential Mortgage Surveillance, or, as to each such Person, at such other
address as shall be designated by such Person in a written notice to each other
named Person. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.
Section 10.06. Notices to the Rating Agencies. The Company shall deliver
written notice of the following events to each Rating Agency promptly following
the occurrence thereof: material amendment to this Agreement; any Event of
Default; any Trigger Event; change in or termination of the Trustee; removal of
the Company or any successor servicer as servicer; repurchase or replacement of
any Defective Mortgage Loan pursuant to Section 2.03; and final payment to
Certificateholders. In addition, the Company shall deliver copies of the
following documents to each Rating Agency at the time such documents are
required to be delivered pursuant to this Agreement: monthly statements to
Certificateholders pursuant to Section 4.05, annual report of independent
accountants pursuant to Section 3.13 and annual servicer compliance report
pursuant to Section 3.12. Notwithstanding the foregoing, the failure to deliver
such notices or copies shall not constitute an Event of Default under this
Agreement.
Section 10.07. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then to the extent permitted by law such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 10.08. Certificates Nonassessable and Fully Paid. It is the
intention of the Trustee that Certificateholders shall not be personally liable
for obligations of the Trust Fund, that the beneficial ownership interests
represented by the Certificates shall be nonassessable for any losses or
expenses of the Trust Fund or for any reason whatsoever, and that Certificates
upon execution, countersignature and delivery thereof by the Trustee are and
shall be deemed fully paid.
* * *
<PAGE>
IN WITNESS WHEREOF, the Company and the Trustee have caused this Agreement
to be duly executed by their respective officers and their respective seals,
duly attested, to be hereunto affixed, all as of the day and year first above
written.
GE CAPITAL MORTGAGE SERVICES, INC.
By:_______________________________
Name:
Title:
[SEAL]
Attest:
By:_______________________________
Name:
Title:
STATE STREET BANK AND
TRUST COMPANY,
as Trustee
By:_________________________________
Name:
Title:
[SEAL]
Attest:
By:_______________________________
Name:
Title:
<PAGE>
State of New Jersey )
) ss.:
County of Camden )
On the day of February, 1999 before me, a notary public in and for the
State of New Jersey, personally appeared _______________________, known to me
who, being by me duly sworn, did depose and say that he/she resides at
_________________________
_________________________________________________________; that he/she is a(n)
_________________________ of GE Capital Mortgage Services, Inc., a corporation
formed under the laws of the State of New Jersey, one of the parties that
executed the foregoing instrument; that he/she knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said corporation;
and that he/she signed his/her name thereto by like order.
----------------------------------
Notary Public
[Notarial Seal]
<PAGE>
The Commonwealth of Massachusetts )
) ss.:
County of Suffolk )
On the day of February, 1999 before me, a notary public in and for the
Commonwealth of Massachusetts, personally appeared ____________________, known
to me who, being by me duly sworn, did depose and say that he/she resides at
__________________
_____________________________________________________________; that he/she is
a(n) __________________________________ of State Street Bank and Trust Company,
one of the parties that executed the foregoing instrument; that he/she knows the
seal of said Bank; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said Bank;
and that he/she signed his/her name thereto by order of the Board of Directors
of said Bank.
----------------------------------
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT A
FORMS OF CERTIFICATES
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-2
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R Initial Class A1 Certificate
Principal Balance:
Class A1 $234,353,900
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
Cut-off Date:
February 1, 1999
First Distribution Date: CUSIP:36157RA70
March 25, 1999
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
A1 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
February 1, 1999 (the "Agreement"), between the Company and State Street Bank
and Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth herein below. To the extent not
defined herein, the terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in March 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Multi-Class Pass-Through Certificates, Series 1999-2, issued
in twelve Classes (Class A1, Class A2, Class A3, Class A4, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class A4, 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 A4, 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
A4, Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a
Plan or a Person that is purchasing or holding such Certificate with the assets
of a Plan will not constitute or result in a prohibited transaction under ERISA
or Section 4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By: __________________________
Name:
Title:
Countersigned:
By _______________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated: ___________________
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert social security
or other identifying number of assignee
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated: ___________________
_____________________________________
Signature by or on behalf of assignor
______________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-2
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R Initial Class A2 Certificate
Principal Balance:
Class A2 $16,324,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
Cut-off Date:
February 1, 1999
First Distribution Date: CUSIP:36157RA88
March 25, 1999
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
A2 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
February 1, 1999 (the "Agreement"), between the Company and State Street Bank
and Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth herein below. To the extent not
defined herein, the terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in March 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-2
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R Initial Class A3 Certificate
Principal Balance:
Class A3 $27,325,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
Cut-off Date:
February 1, 1999
First Distribution Date: CUSIP:36157RA96
March 25, 1999
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
A3 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
February 1, 1999 (the "Agreement"), between the Company and State Street Bank
and Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth herein below. To the extent not
defined herein, the terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in March 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-2
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R Initial Class A4 Certificate
Principal Balance:
Class A4 $2,000,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
Cut-off Date:
February 1, 1999
First Distribution Date: CUSIP:36157RB20
March 25, 1999
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
A4 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
February 1, 1999 (the "Agreement"), between the Company and State Street Bank
and Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth herein below. To the extent not
defined herein, the terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in March 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS THE "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE,
BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THE AGREEMENT, AND SHALL
BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE
EFFECT THAT IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN
CODE SECTION 860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER
MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION, OR AN ENTITY THAT HOLDS REMIC
RESIDUAL SECURITIES AS NOMINEE TO FACILITATE THE CLEARANCE AND SETTLEMENT OF
SUCH SECURITIES THROUGH BOOK-ENTRY CHANGES IN ACCOUNTS OF PARTICIPATING
ORGANIZATIONS (A "BOOK-ENTRY NOMINEE") AND TO HAVE AGREED TO SUCH AMENDMENTS TO
THE AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE RESTRICTIONS ON
TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR BOOK-ENTRY NOMINEES.
THE HOLDER OF THIS CLASS R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE
IRREVOCABLY APPOINTED THE COMPANY (AS DEFINED HEREIN) AS ITS AGENT AND
ATTORNEY-IN-FACT TO ACT AS "TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE
FUNCTIONS OF A "TAX MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63
OF SUBTITLE F OF THE CODE, WITH RESPECT TO THE TRUST FUND.
<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 1999-2
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: 6.50% Balance of this Certificate:
Cut-off Date:
February 1, 1999
First Distribution Date: CUSIP:36157RB38
March 25, 1999
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
R Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
February 1, 1999 (the "Agreement"), between the Company and State Street Bank
and Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth herein below. To the extent not
defined herein, the terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in March 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Multi-Class Pass-Through Certificates, Series 1999-2, issued
in twelve Classes (Class A1, Class A2, Class A3, Class A4, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class A4, 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 A4, 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
A4, Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a
Plan or a Person that is purchasing or holding such Certificate with the assets
of a Plan will not constitute or result in a prohibited transaction under ERISA
or Section 4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By: __________________________
Name:
Title:
Countersigned:
__________________________
By Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated: ___________________
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert social security
or other identifying number of assignee
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated: ___________________
_____________________________________
Signature by or on behalf of assignor
______________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust
company or broker of the signatory who is a member of a
signature guarantee medallion program.
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE SECURITIES ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-2
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 $661,098.55
Certificate Interest Initial Certificate Principal
Rate per annum: Balance of this Certificate:
non-interest bearing
Cut-off Date:
February 1, 1999
First Distribution Date:
March 25, 1999
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
PO Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
February 1, 1999 (the "Agreement"), between the Company and State Street Bank
and Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth herein below. To the extent not
defined herein, the terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in March 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Multi-Class Pass-Through Certificates, Series 1999-2, issued
in twelve Classes (Class A1, Class A2, Class A3, Class A4, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class A4, 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 A4, 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
A4, Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a
Plan or a Person that is purchasing or holding such Certificate with the assets
of a Plan will not constitute or result in a prohibited transaction under ERISA
or Section 4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By: __________________________
Name:
Title:
Countersigned:
By _______________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated: ___________________
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert social security
or other identifying number of assignee
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated: ___________________
_____________________________________
Signature by or on behalf of assignor
______________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-2
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 $6,155,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
Cut-off Date:
February 1, 1999
First Distribution Date: CUSIP:36157RB46
March 25, 1999
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
M Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
February 1, 1999 (the "Agreement"), between the Company and State Street Bank
and Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth herein below. To the extent not
defined herein, the terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in March 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Multi-Class Pass-Through Certificates, Series 1999-2, issued
in twelve Classes (Class A1, Class A2, Class A3, Class A4, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class A4, 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 A4, 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
A4, Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a
Plan or a Person that is purchasing or holding such Certificate with the assets
of a Plan will not constitute or result in a prohibited transaction under ERISA
or Section 4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By: __________________________
Name:
Title:
Countersigned:
By _______________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated: ___________________
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert social security
or other identifying number of assignee
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated: ___________________
_____________________________________
Signature by or on behalf of assignor
______________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-2
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 $2,199,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
Cut-off Date:
February 1, 1999
First Distribution Date: CUSIP:36157RB53
March 25, 1999
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B1 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
February 1, 1999 (the "Agreement"), between the Company and State Street Bank
and Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth herein below. To the extent not
defined herein, the terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in March 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-2
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 $1,319,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
Cut-off Date:
February 1, 1999
First Distribution Date: CUSIP:36157RB61
March 25, 1999
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B2 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
February 1, 1999 (the "Agreement"), between the Company and State Street Bank
and Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth herein below. To the extent not
defined herein, the terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in March 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE BLUE SKY LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-2
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R Initial Class B3 Certificate
Principal Balance:
Class B3 $1,465,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
Cut-off Date:
February 1, 1999
First Distribution Date: CUSIP:36157RC78
March 25, 1999
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B3 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
February 1, 1999 (the "Agreement"), between the Company and State Street Bank
and Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth herein below. To the extent not
defined herein, the terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in March 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Multi-Class Pass-Through Certificates, Series 1999-2, issued
in twelve Classes (Class A1, Class A2, Class A3, Class A4, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class A4, 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 A4, 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
A4, Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a
Plan or a Person that is purchasing or holding such Certificate with the assets
of a Plan will not constitute or result in a prohibited transaction under ERISA
or Section 4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By: ___________________________
Name:
Title:
Countersigned:
By _______________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated: ___________________
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert social security
or other identifying number of assignee
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:
Dated: ___________________
_____________________________________
Signature by or on behalf of assignor
______________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.
<PAGE>
In connection with any transfer of this Certificate, the undersigned
registered holder hereof confirms that without utilizing any general
solicitation or general advertising:
(Check One) -
[ ] (a) This Certificate is being transferred by the
undersigned to a person whom the undersigned
reasonably believes is a "qualified institutional
buyer" (as defined in Rule 144A under the
Securities Act of 1933, as amended) pursuant to
the exemption from registration under the
Securities Act of 1933, as amended, provided by
Rule 144A thereunder.
[ ] (b) This Certificate is being transferred by the
undersigned to an institutional "accredited
investor" (as defined in Rule 501(a)(1), (2), (3)
or (7) of Regulation D under the Securities Act of
1933, as amended) and that the undersigned has
been advised by the prospective purchaser that it
intends to hold this Certificate for investment
and not for distribution or resale.
Dated
__________________________
(Signature)
If none of the foregoing boxes is checked, the Trustee shall not be obligated to
register this Certificate in the name of any person other than the registered
holder thereof unless and until the conditions to any such transfer of
registration set forth herein, and in the Pooling and Servicing Agreement have
been satisfied.
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED:
The undersigned represents and warrants that (i) it is a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act of 1933,
as amended) and acknowledges that it has received such information as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the registered holder is relying upon
the undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A, and (ii) the undersigned (x) is not an
employee benefit plan subject to the Employee Retirement Income Security Act of
1974, as amended, or a plan subject to Section 4975 of the Internal Revenue Code
of 1986, as amended, and is not using the assets of any such employee benefit or
other plan to acquire this Certificate or (y) is an insurance company investing
assets of its general account and the exemptions provided by Section III(a) of
Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed. Reg. 35925
(July 12, 1995), apply to the acquisition and holding by the undersigned of this
Certificate.
Dated
__________________________
(Signature)
TO BE COMPLETED BY PURCHASER IF (b) ABOVE IS CHECKED:
The undersigned represents and warrants that (i) it is an institutional
"accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act of 1933, as amended), and (ii) the
undersigned (x) is not an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended, or a plan subject to Section
4975 of the Internal Revenue Code of 1986, as amended, and is not using the
assets of any such employee benefit or other plan to acquire this Certificate or
(y) is an insurance company investing assets of its general account and the
exemptions provided by Section III(a) of Department of Labor Prohibited
Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995), apply to the
acquisition and holding by the undersigned of this Certificate.
Dated
__________________________
(Signature)
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE BLUE SKY LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-2
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 $587,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
Cut-off Date:
February 1, 1999
First Distribution Date: CUSIP:36157RC86
March 25, 1999
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B4 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
February 1, 1999 (the "Agreement"), between the Company and State Street Bank
and Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth herein below. To the extent not
defined herein, the terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in March 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE BLUE SKY LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-2
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 $732,772.81
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
Cut-off Date:
February 1, 1999
First Distribution Date: CUSIP:36157RC94
March 25, 1999
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B5 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
February 1, 1999 (the "Agreement"), between the Company and State Street Bank
and Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth herein below. To the extent not
defined herein, the terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in March 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
<PAGE>
EXHIBIT B
PRINCIPAL BALANCE SCHEDULES
None
<PAGE>
EXHIBIT C - SUPPLEMENT
SCHEDULE OF COOPERATIVE LOANS
SERIES 1999-2
LOAN NO. CUT-OFF DATE BORROWER
PRINCIPAL BALANCE NAME
7714520 $356,720.19 Beebe
7718257 $622,839.72 Levy
7735145 $249,232.03 Polinsky
7735798 $249,250.85 Spilo
7739782 $657,972.56 Sarna
7740038 $447,992.82 Kaye
31547557 $294,107.50 Gouras
<PAGE>
EXHIBIT C
MORTGAGE LOANS
[Each Mortgage Loan shall be identified by loan number, address of the
Mortgaged Property and name of the Mortgagor. The following details shall be set
forth as to each Mortgage Loan: (i) the principal balance at the time of its
origination, (ii) the Scheduled Principal Balance as of the Cut-off Date, (iii)
the interest rate borne by the Mortgage Note, (iv) the scheduled monthly level
payment of principal and interest, (v) the Loan-to-Value Ratio, (vi) the
maturity date of the Mortgage Note and (vii) the Base Servicing Fee Rate for
such Mortgage Loan. Cooperative Loans and Enhanced Streamlined Refinance program
loans shall be designated as such.]
<PAGE>
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 1
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007714520 MORTGAGORS: BEEBE DAVID
BEEBE ROBYN
REGION CODE ADDRESS : 75-13 WEST SHORE ROAD #13
01 CITY : PORT WASHINGTON
STATE/ZIP : NY 11050
MORTGAGE AMOUNT : 358,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 356,720.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,564.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007718257 MORTGAGORS: LEVY HOWARD
LEVY LYNDA
REGION CODE ADDRESS : 418 EAST 59TH STREET APT. #33B
01 CITY : NEW YORK
STATE/ZIP : NY 10022
MORTGAGE AMOUNT : 625,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 622,839.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,427.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007724560 MORTGAGORS: SUMNER JOHN
REGION CODE ADDRESS : 15822 LAKEVIEW COURT
01 CITY : GROSSE POINTE PARK
STATE/ZIP : MI 48230
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 498,026.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,410.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 50.25100
----------------------------------------------------------------------------
0 0007725450 MORTGAGORS: CHARNOGORSKY JEFFREY
CHARNOGORSKY LISA
REGION CODE ADDRESS : 23278 LOCHANORA W.
01 CITY : HAWTHORN WOODS
STATE/ZIP : IL 60047
MORTGAGE AMOUNT : 357,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 355,590.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,435.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 74.68600
----------------------------------------------------------------------------
0 0007727167 MORTGAGORS: COOPER CHRISTOPHER
COOPER SHARON
REGION CODE ADDRESS : 421 BOULDER DRIVE
01 CITY : LAKE IN THE HILLS
STATE/ZIP : IL 60102
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,875.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,016.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,132,600.00
P & I AMT: 14,855.75 UPB AMT: 2,124,051.84
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 2
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007730286 MORTGAGORS: BANZIGER RICHARD
REGION CODE ADDRESS : 1410 KIRBY ROAD
01 CITY : MCLEAN
STATE/ZIP : VA 22101
MORTGAGE AMOUNT : 297,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,197.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,076.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 78.57142
----------------------------------------------------------------------------
0 0007730294 MORTGAGORS: MURRAY ALAN
MURRAY BARBARA
REGION CODE ADDRESS : 4804 NORTH CAMINO LUZ
01 CITY : TUCSON,
STATE/ZIP : AZ 85718
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 337,752.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,348.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0007730328 MORTGAGORS: RUSSELL CHARLES
REGION CODE ADDRESS : 10304 EAST ROSEMARY LANE
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85259
MORTGAGE AMOUNT : 257,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,447.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,869.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 79.99379
----------------------------------------------------------------------------
0 0007730336 MORTGAGORS: MICHAEL NICHOLAS
MICHAEL JANE
REGION CODE ADDRESS : 39 PARTRIDGE LANE
01 CITY : CONCORD
STATE/ZIP : MA 01742
MORTGAGE AMOUNT : 474,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 471,671.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,436.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 62.36842
----------------------------------------------------------------------------
0 0007730385 MORTGAGORS: SHANE THOMAS
REGION CODE ADDRESS : 1 CROFTDALE ROAD
01 CITY : NEWTON
STATE/ZIP : MA 02159
MORTGAGE AMOUNT : 605,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 602,100.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,439.27 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/28
CURRENT INT RATE: 8.00000 PRODUCT CODE : 250
LTV : 50.41666
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,973,900.00
P & I AMT: 14,171.02 UPB AMT: 1,963,169.50
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 3
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007730401 MORTGAGORS: HAYES GREGORY
HAYES REBECCA
REGION CODE ADDRESS : 3200 SOUTH FOOTHILLS HIGHWAY
01 CITY : BOULDER
STATE/ZIP : CO 80303
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 646,968.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,826.23 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 07/01/28
CURRENT INT RATE: 8.12500 PRODUCT CODE : 250
LTV : 40.62500
----------------------------------------------------------------------------
0 0007730435 MORTGAGORS: KILAR JOSEPH
KILAR NANCY
REGION CODE ADDRESS : 104 HIGH RIDGE ROAD
01 CITY : BOXFORD
STATE/ZIP : MA 01921
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,370.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,494.80 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/28
CURRENT INT RATE: 8.00000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0007730492 MORTGAGORS: HEMSTREET JEFFREY
HEMSTREET DAWN
REGION CODE ADDRESS : 405 PONDEROSA AVENUE
01 CITY : ESTES PARK
STATE/ZIP : CO 80517
MORTGAGE AMOUNT : 332,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 329,413.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,410.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 95.00000
----------------------------------------------------------------------------
0 0007730518 MORTGAGORS: HUNTER JAMES
HUNTER ANN
REGION CODE ADDRESS : 3785 NORTH CAMINO DE OESTE
01 CITY : TUCSON
STATE/ZIP : AZ 85745
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,428.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,235.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0007730534 MORTGAGORS: KETCHUM BRADFORD
KETCHUM JOAN
REGION CODE ADDRESS : 18 HIGH STREET
01 CITY : BEVERLY,
STATE/ZIP : MA 01915
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,834.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,168.09 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 8.12500 PRODUCT CODE : 250
LTV : 89.84615
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,926,500.00
P & I AMT: 14,135.19 UPB AMT: 1,916,015.56
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 4
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007730542 MORTGAGORS: SARRO STEPHEN
SARRO DEBORAH
REGION CODE ADDRESS : 23 CANTERBURY STREET
01 CITY : ANDOVER
STATE/ZIP : MA 01810
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,041.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,783.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 79.68750
----------------------------------------------------------------------------
0 0007730583 MORTGAGORS: JOHNSTON STEVEN
REGION CODE ADDRESS : 7887 LAKESHORE DRIVE
01 CITY : PARKER
STATE/ZIP : CO 80134
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,558.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,091.23 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/28
CURRENT INT RATE: 8.00000 PRODUCT CODE : 250
LTV : 69.51219
----------------------------------------------------------------------------
0 0007730609 MORTGAGORS: RIVERS SUZANNE
REGION CODE ADDRESS : 7 MANSFIELD ROAD
01 CITY : WELLESLEY
STATE/ZIP : MA 02181
MORTGAGE AMOUNT : 305,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 304,534.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,215.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0007735145 MORTGAGORS: POLINSKY ALAN
POLINSKY BARBARA
REGION CODE ADDRESS : 17 EAST 97TH STREET #4A
01 CITY : NEW YORK
STATE/ZIP : NY 10029
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,232.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,726.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 58.82353
----------------------------------------------------------------------------
0 0007735798 MORTGAGORS: SPILO TAMAR
REGION CODE ADDRESS : 201 EAST 77TH STREET #12B
01 CITY : NEW YORK
STATE/ZIP : NY 10021
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,250.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,748.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 53.19100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,345,600.00
P & I AMT: 9,564.77 UPB AMT: 1,340,617.42
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 5
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007739782 MORTGAGORS: SARNA ARUN
SARNA L
REGION CODE ADDRESS : 4G 210 RIVERSIDE DRIVE
01 CITY : NEW YORK
STATE/ZIP : NY 10025
MORTGAGE AMOUNT : 660,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 657,972.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,558.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 015
LTV : 80.00000
----------------------------------------------------------------------------
0 0007740038 MORTGAGORS: KAYE DEBRA
REGION CODE ADDRESS : 28 WEST 38TH STREET
01 CITY : NEW YORK
STATE/ZIP : NY 10018
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 447,992.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,881.40 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 76.27100
----------------------------------------------------------------------------
0 0007750227 MORTGAGORS: JONES EMILY
REGION CODE ADDRESS : 6629 PUTTER COURT
03 CITY : LONGMONT
STATE/ZIP : CO 80503
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,819.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,882.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 70.00000
----------------------------------------------------------------------------
0 0007753080 MORTGAGORS: SCHNEIDER KURT
REGION CODE ADDRESS : 3160 EAST MARLETTE AVENUE
03 CITY : PHOENIX
STATE/ZIP : AZ 85016
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,037.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,726.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 71.42857
----------------------------------------------------------------------------
0 0007753106 MORTGAGORS: LEE MAING
LEE AE
REGION CODE ADDRESS : 717 PRICE LANE
03 CITY : DEERFIELD
STATE/ZIP : IL 60015
MORTGAGE AMOUNT : 376,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 374,655.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,693.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,002,000.00
P & I AMT: 13,742.99 UPB AMT: 1,994,478.31
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 6
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007756091 MORTGAGORS: HOOVER KENNETH
HOOVER DEBORAH
REGION CODE ADDRESS : 4 FOREST HILL DRIVE
01 CITY : MEDFORD
STATE/ZIP : NJ 08055
MORTGAGE AMOUNT : 279,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,951.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,950.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0007773419 MORTGAGORS: CAITHNESS JOHN
CAITHNESS ANTIONETTE
REGION CODE ADDRESS : 5344 DEEPWOODS COURT
01 CITY : SANFORD
STATE/ZIP : FL 32771
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,967.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,947.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007774508 MORTGAGORS: STEWART WILLIAM
REGION CODE ADDRESS : 4615 NORTH 37TH STREET
03 CITY : ARLINGTON
STATE/ZIP : VA 22207
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,432.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,054.54 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 8.00000 PRODUCT CODE : 250
LTV : 51.85185
----------------------------------------------------------------------------
0 0007774888 MORTGAGORS: WARCHOLA LYDIA
WARCHOLA JOHN
REGION CODE ADDRESS : 47 DARLINGTON DRIVE
03 CITY : WAYNE
STATE/ZIP : NJ 07470
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,549.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,824.17 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 8.37500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0007775281 MORTGAGORS: MALY TIMOTHY
MALY CATHRYN
REGION CODE ADDRESS : 2502 SEDONA HILLS COURT
03 CITY : LOVELAND
STATE/ZIP : CO 80537
MORTGAGE AMOUNT : 325,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,321.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,272.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 79.47400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,404,050.00
P & I AMT: 10,049.78 UPB AMT: 1,400,222.91
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 7
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007781057 MORTGAGORS: BUMBAUGH DEBORAH
SEGALL J.
REGION CODE ADDRESS : 4525 NORTH GLEBE ROAD
01 CITY : ARLINGTON
STATE/ZIP : VA 22207
MORTGAGE AMOUNT : 564,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 562,967.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,336.67 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 8.50000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0007781107 MORTGAGORS: FENNER MICHAEL
FENNER HEIDI
REGION CODE ADDRESS : 20705 106TH AVENUE SOUTHEAST
01 CITY : SNOHOMISH
STATE/ZIP : WA 98296
MORTGAGE AMOUNT : 258,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,850.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,032.05 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 8.75000 PRODUCT CODE : 250
LTV : 79.98100
----------------------------------------------------------------------------
0 0007781248 MORTGAGORS: GIBBONS GARY
GIBBONS AMY
REGION CODE ADDRESS : 8628 NORTH SKYLINE DRIVE
01 CITY : PHOENIX
STATE/ZIP : AZ 85028
MORTGAGE AMOUNT : 378,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 376,951.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,740.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 52.57300
----------------------------------------------------------------------------
0 0007781883 MORTGAGORS: ALCOKE GARY
DURHAM-ALCOKE KATHRYN
REGION CODE ADDRESS : 0265 HORSESHOE DRIVE
01 CITY : BASALT
STATE/ZIP : CO 81621
MORTGAGE AMOUNT : 258,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,694.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,006.70 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 8.62500 PRODUCT CODE : 250
LTV : 64.98700
----------------------------------------------------------------------------
0 0007782261 MORTGAGORS: BURGESS STEVEN
BURGESS DIANE
REGION CODE ADDRESS : 2630 262ND PLACE SOUTHEAST
01 CITY : ISSAQUAH
STATE/ZIP : WA 98029
MORTGAGE AMOUNT : 332,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 331,465.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,701.26 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 9.12500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,790,300.00
P & I AMT: 13,817.44 UPB AMT: 1,786,930.62
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 8
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007782428 MORTGAGORS: MCQUEEN LISA
REGION CODE ADDRESS : 1204 ROUNDHOUSE LANE
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22314
MORTGAGE AMOUNT : 250,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,295.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,926.90 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 8.50000 PRODUCT CODE : 250
LTV : 70.00000
----------------------------------------------------------------------------
0 0007782469 MORTGAGORS: JAMES FRANK
CLARK THERESA
REGION CODE ADDRESS : 4318 TAVERNGREEN LANE
01 CITY : BOWIE
STATE/ZIP : MD 20720
MORTGAGE AMOUNT : 255,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,481.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,968.03 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 8.50000 PRODUCT CODE : 250
LTV : 74.98900
----------------------------------------------------------------------------
0 0007782675 MORTGAGORS: NICOLAS ANNA
REGION CODE ADDRESS : 26 WARREN STREET
01 CITY : RUMSON
STATE/ZIP : NJ 07760
MORTGAGE AMOUNT : 331,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 330,742.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,401.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0007785140 MORTGAGORS: MIELE GREGORY
MIELE KARYN
REGION CODE ADDRESS : 6852 ALGONQUIN AVENUE
01 CITY : BETHESDA
STATE/ZIP : MD 20817
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,533.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,703.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007785470 MORTGAGORS: LOVELADY JAMES
LOVELADY PEGGY
REGION CODE ADDRESS : 8125 FORMBY COURT
01 CITY : DULUTH
STATE/ZIP : GA 30097
MORTGAGE AMOUNT : 562,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 559,135.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,598.55 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 71.59200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,655,750.00
P & I AMT: 11,598.08 UPB AMT: 1,651,187.99
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 9
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007785843 MORTGAGORS: EVANS OLIN
MACKAS MARIA
REGION CODE ADDRESS : 1450NORTH DECATUR RD.
01 CITY : ATLANTA
STATE/ZIP : GA 30306
MORTGAGE AMOUNT : 429,624.86 OPTION TO CONVERT :
UNPAID BALANCE : 428,181.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,908.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 73.44000
----------------------------------------------------------------------------
0 0007788185 MORTGAGORS: WHITE CHARLES
WHITE BILLIE
REGION CODE ADDRESS : 23113 N.E. 72ND PLACE
01 CITY : REDMOND
STATE/ZIP : WA 98053
MORTGAGE AMOUNT : 333,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 332,752.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,328.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 55.50000
----------------------------------------------------------------------------
0 0007788656 MORTGAGORS: BRISTOW THOMAS
BRISTOW REBECCA
REGION CODE ADDRESS : 4094 CINNAMON WAY
01 CITY : WESTON
STATE/ZIP : FL 33327
MORTGAGE AMOUNT : 242,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,287.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,657.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 89.99600
----------------------------------------------------------------------------
0 0007788672 MORTGAGORS: KINCAID KEVIN
KINCAID MICHELE
REGION CODE ADDRESS : 2203 CARIB CIR
01 CITY : PALM BCH GARDENS
STATE/ZIP : FL 33410
MORTGAGE AMOUNT : 289,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,547.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,971.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 88.92300
----------------------------------------------------------------------------
0 0007788714 MORTGAGORS: BERDICHEVSKY GENNADY
REGION CODE ADDRESS : 41 CAMEO DRIVE
01 CITY : RICHBORO
STATE/ZIP : PA 18954
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,802.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,795.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,554,524.86
P & I AMT: 10,661.28 UPB AMT: 1,551,571.10
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 10
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031089477 MORTGAGORS: MELE STEVE
MELE MARIANNE
REGION CODE ADDRESS : 337 MILL STONE ROAD
01 CITY : CHESAPEAKE
STATE/ZIP : VA 23320
MORTGAGE AMOUNT : 299,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,016.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,041.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 71.25000
----------------------------------------------------------------------------
0 0031198112 MORTGAGORS: PINO MICHAEL
PINO LINDA
REGION CODE ADDRESS : 1168 RENWICK DRIVE
01 CITY : WEST CHESTER
STATE/ZIP : PA 19382
MORTGAGE AMOUNT : 576,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 573,496.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,129.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.99950
----------------------------------------------------------------------------
0 0031529415 MORTGAGORS: HEIDENBERGER THOMAS
HEIDENBERGER MICHELE
REGION CODE ADDRESS : 3909 UNDERWOOD STREET
01 CITY : CHEVY CHASE
STATE/ZIP : MD 20815
MORTGAGE AMOUNT : 412,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 409,979.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,817.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 66.07200
----------------------------------------------------------------------------
0 0031547557 MORTGAGORS: GOURAS ROSWITHA
GOURAS PETER
REGION CODE ADDRESS : 74-76 READE STREET #3W
01 CITY : NEW YORK
STATE/ZIP : NY 10013
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,107.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,969.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 54.91600
----------------------------------------------------------------------------
0 0031559107 MORTGAGORS: MUNAR ARTHUR
RODA-MUNAR AMY
REGION CODE ADDRESS : 728 MEGAN COURT
01 CITY : WESTMONT
STATE/ZIP : IL 60559
MORTGAGE AMOUNT : 390,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 389,860.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,727.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 87.19200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,974,750.00
P & I AMT: 13,685.15 UPB AMT: 1,966,460.66
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 11
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031572878 MORTGAGORS: EPSTEIN STEVEN
EPSTEIN HELLEN
REGION CODE ADDRESS : 1609 RIDGEWAY DRIVE
01 CITY : HEWLETT
STATE/ZIP : NY 11557
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,411.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,097.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 74.07400
----------------------------------------------------------------------------
0 0031598105 MORTGAGORS: LEEHOFFMAN JOHN
LEEHOFFMAN JACQUELINE
REGION CODE ADDRESS : 9 WATKINS ROW
01 CITY : EDGEWATER
STATE/ZIP : MD 21037
MORTGAGE AMOUNT : 326,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,438.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,201.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.99200
----------------------------------------------------------------------------
0 0031606346 MORTGAGORS: GELLER SCOTT
GELLER KAREN
REGION CODE ADDRESS : 16 ELI CIRCLE
01 CITY : MORGANVILLE
STATE/ZIP : NJ 07751
MORTGAGE AMOUNT : 317,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,362.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,243.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 84.08400
----------------------------------------------------------------------------
0 0031608573 MORTGAGORS: COHEN MICHAEL
COHEN PATRICIA
REGION CODE ADDRESS : 209 ROUTE 34 NORTH,
01 CITY : COLTS NECK,
STATE/ZIP : NJ 07722
MORTGAGE AMOUNT : 1,050,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 1,049,295.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 7,704.53 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 8.00000 PRODUCT CODE : 015
LTV : 70.00000
----------------------------------------------------------------------------
0 0031616808 MORTGAGORS: LIM ALEXANDER
REGION CODE ADDRESS : 487 FULTON COURT
01 CITY : WEST NEW YORK
STATE/ZIP : NJ 07093
MORTGAGE AMOUNT : 353,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 353,487.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,473.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 88.86600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,347,450.00
P & I AMT: 16,720.41 UPB AMT: 2,342,996.57
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 12
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031628654 MORTGAGORS: AMCHIN JESS
AMCHIN LORI
REGION CODE ADDRESS : 1241 LAURA LANE
01 CITY : GWYNEDD
STATE/ZIP : PA 19436
MORTGAGE AMOUNT : 286,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,125.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,926.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 78.35600
----------------------------------------------------------------------------
0 0031630858 MORTGAGORS: HILLIS ROBERT
HILLIS KAREN
REGION CODE ADDRESS : 509 WHEATFIELD LANE
01 CITY : NEWTOWN
STATE/ZIP : PA 18940
MORTGAGE AMOUNT : 630,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 630,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,351.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0031641269 MORTGAGORS: PARKER CHARLES
PARKER LEY
REGION CODE ADDRESS : 5930 NW 19TH PL
01 CITY : GAINESVILLE
STATE/ZIP : FL 32605
MORTGAGE AMOUNT : 253,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,593.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,725.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 77.84600
----------------------------------------------------------------------------
0 0031656549 MORTGAGORS: MANNINO PAUL
MANNINO SHERYL
REGION CODE ADDRESS : 11541 RED ROCK LANE
01 CITY : BUMPASS
STATE/ZIP : VA 23024
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,799.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,034.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031658594 MORTGAGORS: ROELKE ERIC
LARSON LUCIA
REGION CODE ADDRESS : 5 THORNY LEA ROAD
01 CITY : SHARON
STATE/ZIP : MA 02067
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,597.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,167.57 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 70.13500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,763,000.00
P & I AMT: 12,206.17 UPB AMT: 1,757,115.92
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 13
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031660699 MORTGAGORS: BRASWELL VINCENT
BRASWELL DEBORAH
REGION CODE ADDRESS : 902 ROBINBROOK LANE
01 CITY : WAXHAW
STATE/ZIP : NC 28173
MORTGAGE AMOUNT : 245,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,982.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,676.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99674
----------------------------------------------------------------------------
0 0031661903 MORTGAGORS: GILL FRANK
GILL LOUISE
REGION CODE ADDRESS : 122 OLD CLINTON ROAD
01 CITY : FLEMINGTON
STATE/ZIP : NJ 08822
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,411.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,097.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 94.33900
----------------------------------------------------------------------------
0 0031668460 MORTGAGORS: FREEDMAN RICHARD
FREEDMAN MARY
REGION CODE ADDRESS : 111 NORTH UNION STREET
01 CITY : LAMBERTVILLE
STATE/ZIP : NJ 08530
MORTGAGE AMOUNT : 326,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,012.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,312.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031674153 MORTGAGORS: LLOYD-JONES DONALD
LLOYD-JONES KATHLEEN
REGION CODE ADDRESS : 68 BRIMSTONE LANE
01 CITY : SUDBURY
STATE/ZIP : MA 01776
MORTGAGE AMOUNT : 326,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,525.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,279.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 68.63100
----------------------------------------------------------------------------
0 0031676034 MORTGAGORS: FREDERICK SCOTT
LUTZ-FREDERICK SHARON
REGION CODE ADDRESS : 7363 CHARTER CUP LANE
01 CITY : WEST CHESTER
STATE/ZIP : OH 45069
MORTGAGE AMOUNT : 483,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 483,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,296.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.98400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,681,650.00
P & I AMT: 11,662.19 UPB AMT: 1,675,132.58
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 14
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031689748 MORTGAGORS: NARDI FRANK
NARDI JESSICA
REGION CODE ADDRESS : 23 HARTLEY LANE
01 CITY : BERNARDS
STATE/ZIP : NJ 07920
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,971.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,875.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.90900
----------------------------------------------------------------------------
0 0031689987 MORTGAGORS: ELDER THOMAS
ELDER DARLENE
REGION CODE ADDRESS : 3796 SENEY DR.
01 CITY : LAKE ORION
STATE/ZIP : MI 48360
MORTGAGE AMOUNT : 256,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,637.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,814.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 05/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 94.99100
----------------------------------------------------------------------------
0 0031692619 MORTGAGORS: MC WILLIAMS THOMAS
MC WILLIAMS VICTORY
REGION CODE ADDRESS : 3 BAKERS LANE
01 CITY : NEWTOWN SQUARE
STATE/ZIP : PA 19073
MORTGAGE AMOUNT : 377,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 377,262.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,607.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.99000
----------------------------------------------------------------------------
0 0031712185 MORTGAGORS: MILLETTE JAMES
MILLETTE MARY
REGION CODE ADDRESS : 13209 MORAN DRIVE
01 CITY : POTOMAC
STATE/ZIP : MD 20878
MORTGAGE AMOUNT : 480,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 478,104.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,274.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031719735 MORTGAGORS: PINSLER STEVEN
REGION CODE ADDRESS : 1890 ROBINWOOD LANE
01 CITY : RIVERWOODS
STATE/ZIP : IL 60015
MORTGAGE AMOUNT : 550,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 550,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,751.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 45.83300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,938,900.00
P & I AMT: 13,324.47 UPB AMT: 1,932,976.62
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 15
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031720717 MORTGAGORS: SPURLOCK CHARLES
REGION CODE ADDRESS : 6651 SHEFFIELD AVE.
01 CITY : BATON ROUGE
STATE/ZIP : LA 70806
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,562.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,769.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 87.21311
----------------------------------------------------------------------------
0 0031744998 MORTGAGORS: BRADY CHARLES
BRADY KEIRENY
REGION CODE ADDRESS : 60 LAUREL DRIVE
01 CITY : HUDSON
STATE/ZIP : MA 01749
MORTGAGE AMOUNT : 251,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,736.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 94.98100
----------------------------------------------------------------------------
0 0031746712 MORTGAGORS: DOUMAUX JEROME
DOUMAUX LAURIE
REGION CODE ADDRESS : 7447 CLIFTON ROAD
01 CITY : CLIFTON
STATE/ZIP : VA 20124
MORTGAGE AMOUNT : 259,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,392.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,748.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 78.19200
----------------------------------------------------------------------------
0 0031757008 MORTGAGORS: ELLOR ALBERT
ELLOR NANCY
REGION CODE ADDRESS : 50 FOXHILL DRIVE
01 CITY : SOUTH HAMPTON TWP
STATE/ZIP : NJ 08088
MORTGAGE AMOUNT : 261,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,028.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,785.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.11900
----------------------------------------------------------------------------
0 0031758790 MORTGAGORS: LONGORIA JEFFREY
LONGORIA ROSE
REGION CODE ADDRESS : 14361 CLUB CIRCLE
01 CITY : ALPHARETTA
STATE/ZIP : GA 30004
MORTGAGE AMOUNT : 346,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,511.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,308.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.99326
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,385,650.00
P & I AMT: 9,348.57 UPB AMT: 1,382,894.96
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 16
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031770480 MORTGAGORS: KRAWIECKI EDWARD
KRAWIECKI SHARON
REGION CODE ADDRESS : 43 SLOUGH COVE RD
01 CITY : EDGARTOWN
STATE/ZIP : MA 02539
MORTGAGE AMOUNT : 298,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,767.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,032.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 72.15400
----------------------------------------------------------------------------
0 0031773021 MORTGAGORS: GORDON JACK
REGION CODE ADDRESS : 88 EAGLE ROCK AVENUE
01 CITY : ROSELAND
STATE/ZIP : NJ 07068
MORTGAGE AMOUNT : 251,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,976.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,738.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0031775885 MORTGAGORS: FREDELLA ROBERT
REGION CODE ADDRESS : 6308 REMINGTON PARKWAY
01 CITY : COLLEYVILLE
STATE/ZIP : TX 76034
MORTGAGE AMOUNT : 307,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 303,929.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,147.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031779655 MORTGAGORS: KRIESEL H
KRIESEL JENNIFER
REGION CODE ADDRESS : 150 BUCK RUN ROAD
01 CITY : COATESVILLE
STATE/ZIP : PA 19320
MORTGAGE AMOUNT : 328,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 327,744.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,237.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031783855 MORTGAGORS: MARK BRIAN
FREY ROXANNE
REGION CODE ADDRESS : 33 WEST HURON STREET, #604
01 CITY : CHICAGO
STATE/ZIP : IL 60610
MORTGAGE AMOUNT : 339,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,873.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,147.77 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 89.65600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,524,750.00
P & I AMT: 10,304.96 UPB AMT: 1,519,291.46
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 17
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031786668 MORTGAGORS: ALLEN A.
ALLEN LINDA
REGION CODE ADDRESS : 2714 LANDMARK SCHOOL ROAD
01 CITY : THE PLAINS
STATE/ZIP : VA 20198
MORTGAGE AMOUNT : 1,225,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 1,222,832.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 7,843.81 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.62500 PRODUCT CODE : 015
LTV : 61.25000
----------------------------------------------------------------------------
0 0031787120 MORTGAGORS: NERI DOMINICK
NERI LORI
REGION CODE ADDRESS : 9 FAWN LANE
01 CITY : ARMONK
STATE/ZIP : NY 10504
MORTGAGE AMOUNT : 770,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 769,414.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,318.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 015
LTV : 55.00000
----------------------------------------------------------------------------
0 0031793417 MORTGAGORS: TRUFFELMAN JOANNE
REGION CODE ADDRESS : 114 LINDBERGH DRIVE NE
01 CITY : ATLANTA
STATE/ZIP : GA 30305
MORTGAGE AMOUNT : 582,128.00 OPTION TO CONVERT :
UNPAID BALANCE : 581,673.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,971.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 77.10300
----------------------------------------------------------------------------
0 0031800717 MORTGAGORS: MC KENDRICK KELLY
MC KENDRICK CHRISTINA
REGION CODE ADDRESS : 4574 EAST JUANITA AVENUE
01 CITY : GILBERT
STATE/ZIP : AZ 85236
MORTGAGE AMOUNT : 359,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 358,289.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,421.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.99300
----------------------------------------------------------------------------
0 0031800816 MORTGAGORS: MATESI DANIEL
MATESI JUDITH
REGION CODE ADDRESS : 21430 LAKEWOOD LANE
01 CITY : SHOREWOOD
STATE/ZIP : IL 60431
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,734.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,319.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 3,276,578.00
P & I AMT: 21,874.23 UPB AMT: 3,271,945.13
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 18
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031805450 MORTGAGORS: CARAMELLO STEPHEN
REGION CODE ADDRESS : 168 WATER STREET F/K/A LOT 116A WAT
01 CITY : PEMBROKE
STATE/ZIP : MA 02359
MORTGAGE AMOUNT : 304,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 304,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,101.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031805567 MORTGAGORS: ALY ALY
ALY NANCY
REGION CODE ADDRESS : 25533 FOGGY GLEN DRIVE
01 CITY : CASTRO VALLEY
STATE/ZIP : CA 94552
MORTGAGE AMOUNT : 277,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,322.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,846.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.99200
----------------------------------------------------------------------------
0 0031808629 MORTGAGORS: COLLRAM GRANT
COLLRAM SHELLIE
REGION CODE ADDRESS : 9106 NORTH UPPER LANDO LANE
01 CITY : PARK CITY
STATE/ZIP : UT 84098
MORTGAGE AMOUNT : 262,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,078.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,699.33 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 61.64705
----------------------------------------------------------------------------
0 0031809270 MORTGAGORS: GIBSON CHASE
GIBSON CHERYL
REGION CODE ADDRESS : 35 WEST 20 TH STREET
01 CITY : AVALON
STATE/ZIP : NJ 08202
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,196.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,162.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 67.70800
----------------------------------------------------------------------------
0 0031810690 MORTGAGORS: SCHIPPER ELLIOT
SCHIPPER SHARI
REGION CODE ADDRESS : 5 WINDING OAK COURT
01 CITY : OLNEY
STATE/ZIP : MD 20832
MORTGAGE AMOUNT : 258,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,343.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,741.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.98948
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,427,300.00
P & I AMT: 9,551.04 UPB AMT: 1,425,140.31
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 19
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031817497 MORTGAGORS: BRODSKY JILL
REGION CODE ADDRESS : 1956 NORTH MOHAWK, UNIT E
01 CITY : CHICAGO
STATE/ZIP : IL 60614
MORTGAGE AMOUNT : 251,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,995.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,760.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0031817786 MORTGAGORS: HANSEN WILLIAM
HANSEN KASSANDRA
REGION CODE ADDRESS : 3814 N.DICKERSON STREET
01 CITY : ARLINGTON
STATE/ZIP : VA 22207
MORTGAGE AMOUNT : 337,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 337,336.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,303.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031818818 MORTGAGORS: HSIA CARL
HSIA ALICE
REGION CODE ADDRESS : 712 FIRESTONE DRIVE
01 CITY : SILVER SPRING
STATE/ZIP : MD 20905
MORTGAGE AMOUNT : 322,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,829.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,115.97 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.98900
----------------------------------------------------------------------------
0 0031820335 MORTGAGORS: LAMMERS JAMES
LAMMERS MARY
REGION CODE ADDRESS : 20 KANSA CR
01 CITY : MAUMELLE
STATE/ZIP : AR 72113
MORTGAGE AMOUNT : 241,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,603.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,603.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 89.98200
----------------------------------------------------------------------------
0 0031820467 MORTGAGORS: POTTER ROBERT
POTTER TRACY
REGION CODE ADDRESS : 6324 S. SICILY WAY
01 CITY : AURORA
STATE/ZIP : CO 80016
MORTGAGE AMOUNT : 268,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,380.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,761.23 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 94.96600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,420,550.00
P & I AMT: 9,543.89 UPB AMT: 1,418,145.52
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 20
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031822802 MORTGAGORS: GIBBONS DANIEL
GIBBONS COLENE
REGION CODE ADDRESS : 4 WASHINGTON AVENUE
01 CITY : WOBURN
STATE/ZIP : MA 01801
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,574.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,785.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.71400
----------------------------------------------------------------------------
0 0031828098 MORTGAGORS: YERED JOSEPH
YERED MAUREEN
REGION CODE ADDRESS : 2845 QUEENS WAY
01 CITY : THOUSAND OAKS
STATE/ZIP : CA 91362
MORTGAGE AMOUNT : 318,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,751.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,169.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031830060 MORTGAGORS: HAUG DAVID
HAUG LAURA
REGION CODE ADDRESS : 6736 DESERT CANYON DRIVE
01 CITY : EL PASO,
STATE/ZIP : TX 79912
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,558.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,852.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 94.82700
----------------------------------------------------------------------------
0 0031832520 MORTGAGORS: MUTUNGA JOHN
MUTUNGA JANICE
REGION CODE ADDRESS : 833 TIFFANY TRAIL
01 CITY : ABINGDON
STATE/ZIP : MD 21009
MORTGAGE AMOUNT : 243,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,267.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,643.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031832611 MORTGAGORS: HEATH JOHN
HEATH GAYLE
REGION CODE ADDRESS : 73 WALSINGHAM ROAD
01 CITY : MENDHAM
STATE/ZIP : NJ 07945
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,841.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 49.09000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,371,900.00
P & I AMT: 9,292.49 UPB AMT: 1,370,153.64
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 21
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031833098 MORTGAGORS: POSADAS AGNES
VILLANUEVA BUTCH
REGION CODE ADDRESS : 642 SAN PATRICIO AVENUE
01 CITY : SUNNYVALE
STATE/ZIP : CA 94086
MORTGAGE AMOUNT : 269,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,409.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,931.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031834658 MORTGAGORS: SANDLER STEVEN
SANDLER LISA
REGION CODE ADDRESS : 25 TIMBER LANE
01 CITY : RANDOLPH
STATE/ZIP : NJ 07869
MORTGAGE AMOUNT : 408,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 408,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,783.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 74.86238
----------------------------------------------------------------------------
0 0031836869 MORTGAGORS: PATEL HETAL
PATEL SHEETAL
REGION CODE ADDRESS : 456 BOULDER DRIVE
01 CITY : MORGANVILLE
STATE/ZIP : NJ 07751
MORTGAGE AMOUNT : 308,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,242.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,054.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 84.99700
----------------------------------------------------------------------------
0 0031837032 MORTGAGORS: DIVONA FRANK
DIVONA LISA
REGION CODE ADDRESS : 2932 WEST CANYON AVE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92123
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,514.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,891.96 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 94.97600
----------------------------------------------------------------------------
0 0031839673 MORTGAGORS: WONG FRED
WONG MELINDA
REGION CODE ADDRESS : 24511 STARLIGHT LANE
01 CITY : WEST HILLS
STATE/ZIP : CA 91307
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,796.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,725.27 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,540,350.00
P & I AMT: 10,386.09 UPB AMT: 1,536,963.21
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 22
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031840101 MORTGAGORS: PATTON TERENCE
PATTON MONICA
REGION CODE ADDRESS : 151 DAVENPORT DRIVE
01 CITY : YARDVILLE
STATE/ZIP : NJ 08620
MORTGAGE AMOUNT : 265,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,052.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,744.15 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 88.50000
----------------------------------------------------------------------------
0 0031841364 MORTGAGORS: CARROLL LAURI
REGION CODE ADDRESS : 949 ELLESMERE WAY
01 CITY : OAK PARK
STATE/ZIP : CA 91301
MORTGAGE AMOUNT : 338,015.00 OPTION TO CONVERT :
UNPAID BALANCE : 337,744.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,277.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 55.41200
----------------------------------------------------------------------------
0 0031843196 MORTGAGORS: CHINN MICHAEL
REGION CODE ADDRESS : 1986 NORTH TREVINO TERRACE
01 CITY : VERNON HILLS
STATE/ZIP : IL 60061
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,773.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,773.71 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 67.84200
----------------------------------------------------------------------------
0 0031845662 MORTGAGORS: ROSENSTEIN LESLIE
SATTLER-ROSENSTEIN RUTH
REGION CODE ADDRESS : 776 HILLCREST DRIVE
01 CITY : BASALT
STATE/ZIP : CO 81621
MORTGAGE AMOUNT : 555,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 553,593.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,645.95 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031845761 MORTGAGORS: QUINN KEVIN
QUINN ANNE
REGION CODE ADDRESS : 27 SUMMER ROAD
01 CITY : FLEMINTON
STATE/ZIP : NJ 08822
MORTGAGE AMOUNT : 273,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,718.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,725.55 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 78.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,701,515.00
P & I AMT: 11,166.63 UPB AMT: 1,698,881.68
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 23
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031845951 MORTGAGORS: JORDON GERALD
JORDON ELIZABETH
REGION CODE ADDRESS : 2881 HYLAND PARK ROAD
01 CITY : FAYETTEVILLE
STATE/ZIP : AR 72701
MORTGAGE AMOUNT : 260,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,071.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,733.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.93900
----------------------------------------------------------------------------
0 0031846298 MORTGAGORS: LLOYD JAMES
LLOYD JOSEFINA
REGION CODE ADDRESS : 43427 RIDGECREST
01 CITY : BIG BEAR LAKE
STATE/ZIP : CA 92315
MORTGAGE AMOUNT : 258,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,008.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,805.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 86.06600
----------------------------------------------------------------------------
0 0031846348 MORTGAGORS: LAGUNOWICH MARK
LAGUNOWICH KATHRYN
REGION CODE ADDRESS : 13 WYNDCLIFF DRIVE
01 CITY : ACTON
STATE/ZIP : MA 01720
MORTGAGE AMOUNT : 254,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,582.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,689.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 69.58900
----------------------------------------------------------------------------
0 0031848088 MORTGAGORS: MOHR ALLAN
MOHR DEBRA
REGION CODE ADDRESS : 3187 SHORE DRIVE
01 CITY : MERRICK
STATE/ZIP : NY 11566
MORTGAGE AMOUNT : 437,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 436,623.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,834.38 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 62.42800
----------------------------------------------------------------------------
0 0031848427 MORTGAGORS: COTTE ROGER
COTTE KAREN
REGION CODE ADDRESS : 5 ERNEST DRIVE
01 CITY : SOUTH NATICK
STATE/ZIP : MA 01760
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,672.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,661.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,609,700.00
P & I AMT: 10,723.95 UPB AMT: 1,607,958.31
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 24
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031848435 MORTGAGORS: ZABELE GEORGE
ZABELE DIANA
REGION CODE ADDRESS : 10 MACINTYRE ROAD
01 CITY : NORTH READING
STATE/ZIP : MA 01864
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,765.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,046.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 63.82900
----------------------------------------------------------------------------
0 0031848443 MORTGAGORS: MOCHE RICHARD
BROWN HEIDI
REGION CODE ADDRESS : 125 GREET STREET
01 CITY : NEEDHAM
STATE/ZIP : MA 02192
MORTGAGE AMOUNT : 412,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 411,838.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,779.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 77.10200
----------------------------------------------------------------------------
0 0031848450 MORTGAGORS: BUNNELL SHIRLEY
BUNNELL MICHAEL
REGION CODE ADDRESS : 80 HOLLY RIDGE ROAD
01 CITY : NORTH ANDOVER
STATE/ZIP : MA 01845
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,561.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,910.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 55.88800
----------------------------------------------------------------------------
0 0031848468 MORTGAGORS: MELLETT PAUL
MELLETT SUSAN
REGION CODE ADDRESS : 108 CEDAR STREET
01 CITY : WALPOLE
STATE/ZIP : MA 02081
MORTGAGE AMOUNT : 295,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,962.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 66.59100
----------------------------------------------------------------------------
0 0031848542 MORTGAGORS: MADDALUNO PAUL
MADDALUNO LINDA
REGION CODE ADDRESS : 208 NEWTOWN ROAD
01 CITY : ACTON
STATE/ZIP : MA 01720
MORTGAGE AMOUNT : 415,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 415,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,657.30 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 60.14400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,702,500.00
P & I AMT: 11,355.65 UPB AMT: 1,701,166.11
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 25
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031849086 MORTGAGORS: POMERANTZ JOSEPH
POMERANTZ CAROL
REGION CODE ADDRESS : 2496 BAY ISLE DRIVE
01 CITY : WESTON
STATE/ZIP : FL 33327
MORTGAGE AMOUNT : 278,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,519.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,803.11 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.42800
----------------------------------------------------------------------------
0 0031851579 MORTGAGORS: HARTSOCK WILLIAM
HARTSOCK KIMBERLY
REGION CODE ADDRESS : 3582 CAMINO ARENA
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 558,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 557,645.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,857.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031852254 MORTGAGORS: CASH STEPHEN
CASH KAREN
REGION CODE ADDRESS : 12 FIELDSTONE LN
01 CITY : BRYN MARW
STATE/ZIP : PA 19010
MORTGAGE AMOUNT : 347,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 346,605.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,166.39 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031852262 MORTGAGORS: NICHOLS JOY
REGION CODE ADDRESS : 226 MAIN STREET
01 CITY : LYNNFIELD
STATE/ZIP : MA 01940
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,411.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,705.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031852551 MORTGAGORS: HAYDEN MATTHEW
REGION CODE ADDRESS : 6125 GREENHILL ROAD
01 CITY : SOLEBURY TOWNSHIP
STATE/ZIP : PA 18938
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 599,430.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,694.30 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 70.58800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,033,750.00
P & I AMT: 13,226.67 UPB AMT: 2,030,612.35
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 26
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031853674 MORTGAGORS: TUCKER CHARLES
REGION CODE ADDRESS : 290 WEST 12TH AVENUE, #604
01 CITY : DENVER
STATE/ZIP : CO 80204
MORTGAGE AMOUNT : 319,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,744.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,149.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 89.85900
----------------------------------------------------------------------------
0 0031854722 MORTGAGORS: DOYLE SHARON
REGION CODE ADDRESS : 14744 EXCALIBER DRIVE
01 CITY : MORGAN HILL
STATE/ZIP : CA 95037
MORTGAGE AMOUNT : 291,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,559.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,963.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 71.97500
----------------------------------------------------------------------------
0 0031854730 MORTGAGORS: WANG EDWARD
WANG YUNG
REGION CODE ADDRESS : 2202 RUTHERFORD LANE
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,080.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,920.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 17.16800
----------------------------------------------------------------------------
0 0031855778 MORTGAGORS: BRADLEY KIMBALL
BRADLEY DEBORAH
REGION CODE ADDRESS : 5 TWIN PINE COURT
01 CITY : PITTSBURGH
STATE/ZIP : PA 15215
MORTGAGE AMOUNT : 610,320.00 OPTION TO CONVERT :
UNPAID BALANCE : 609,364.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,163.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031857170 MORTGAGORS: NERI PAUL
NERI JOSEPHINE
REGION CODE ADDRESS : 5 FAWN LANE
01 CITY : ARMONK
STATE/ZIP : NY 10504
MORTGAGE AMOUNT : 815,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 814,379.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,629.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 015
LTV : 62.69200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,320,820.00
P & I AMT: 15,825.63 UPB AMT: 2,317,129.06
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 27
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031857535 MORTGAGORS: BENTON MICHAEL
BENTON SIGNE
REGION CODE ADDRESS : 1082 LAUREL GROVE COURT
01 CITY : SUWANEE
STATE/ZIP : GA 30024
MORTGAGE AMOUNT : 367,248.00 OPTION TO CONVERT :
UNPAID BALANCE : 366,961.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,505.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 84.95800
----------------------------------------------------------------------------
0 0031860612 MORTGAGORS: BRODY STEPHEN
BRODY VIRGINIA
REGION CODE ADDRESS : 500 SOMERSET ROAD
01 CITY : BALTIMORE
STATE/ZIP : MD 21210
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,741.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,945.80 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031861677 MORTGAGORS: MILLER DONNA-ALEEN
REGION CODE ADDRESS : 1723 PROSPECT AVENUE
01 CITY : HERMOSA BEACH
STATE/ZIP : CA 90254
MORTGAGE AMOUNT : 403,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 402,677.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,715.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.62900
----------------------------------------------------------------------------
0 0031862287 MORTGAGORS: STORCH ELIZABETH
STORCH MARK
REGION CODE ADDRESS : 1913 DENTON WALK COURT
01 CITY : MARIETTA
STATE/ZIP : GA 30062
MORTGAGE AMOUNT : 317,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 316,512.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,086.08 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.95200
----------------------------------------------------------------------------
0 0031865900 MORTGAGORS: HERRICK RODNEY
HERRICK KELLE
REGION CODE ADDRESS : 1666 PASEO BARONA
01 CITY : CAMARILLO
STATE/ZIP : CA 93010
MORTGAGE AMOUNT : 266,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,928.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,705.79 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 77.21700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,654,198.00
P & I AMT: 10,958.04 UPB AMT: 1,651,821.59
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 28
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031867773 MORTGAGORS: BURNS STEVEN
BURNS ROBERTA
REGION CODE ADDRESS : 119 STEARNS STREET
01 CITY : CARLISLE
STATE/ZIP : MA 01741
MORTGAGE AMOUNT : 352,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 351,732.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,431.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031869969 MORTGAGORS: HERSCHLER DAVID
HERSCHLER EVELYN
REGION CODE ADDRESS : 19206 HONEYSTONE PLACE
01 CITY : BROOKEVILLE
STATE/ZIP : MD 20833
MORTGAGE AMOUNT : 280,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,546.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,774.85 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 79.97000
----------------------------------------------------------------------------
0 0031870827 MORTGAGORS: MILONE FRANCIS
MILONE MAIDA
REGION CODE ADDRESS : 912 FIELD LANE
01 CITY : VILLANOVA
STATE/ZIP : PA 19085
MORTGAGE AMOUNT : 552,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 552,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,580.26 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031871304 MORTGAGORS: GUNZLER THOMAS
GUNZLER AGNES
REGION CODE ADDRESS : 1061 PALISAIR PLACE
01 CITY : PACIFIC PALISADES
STATE/ZIP : CA 90272
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 649,517.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,544.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 59.09000
----------------------------------------------------------------------------
0 0031873573 MORTGAGORS: REED THOMAS
REED KATHERINE
REGION CODE ADDRESS : 1070 MANSION RIDGE ROAD
01 CITY : SANTA FE
STATE/ZIP : NM 87501
MORTGAGE AMOUNT : 603,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 600,770.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,219.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 46.42300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,438,300.00
P & I AMT: 16,550.94 UPB AMT: 2,434,566.26
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 29
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031874878 MORTGAGORS: HO MAILIN
SANDOVAL EMILIO
REGION CODE ADDRESS : 3257 RUNNING TRAIL AVENUE
01 CITY : SIMI VALLEY
STATE/ZIP : CA 93063
MORTGAGE AMOUNT : 339,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,328.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,287.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------------------
0 0031875347 MORTGAGORS: DONLEY DENNIS
DONLEY MARIANNE
REGION CODE ADDRESS : 1010 MANDEVILLA WAY
01 CITY : CORONA
STATE/ZIP : CA 91719
MORTGAGE AMOUNT : 246,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,817.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,720.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 94.98400
----------------------------------------------------------------------------
0 0031877558 MORTGAGORS: MALATZKY LARRY
MALATZKY JODIE
REGION CODE ADDRESS : 56 SHARON ROAD
01 CITY : HAMILTON
STATE/ZIP : MA 01982
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,613.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,882.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0031877574 MORTGAGORS: WHITACRE KRISTEN
DAVEY JAMES
REGION CODE ADDRESS : 1 HARBOURTON WOODSVILLE ROAD
01 CITY : PENNINGTON
STATE/ZIP : NJ 08534
MORTGAGE AMOUNT : 246,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,720.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.61100
----------------------------------------------------------------------------
0 0031877665 MORTGAGORS: LARKINS WILLIAM
LARKINS KIMBERLY
REGION CODE ADDRESS : 16 MAGNOLIA COURT
01 CITY : MEDFORD
STATE/ZIP : NJ 08055
MORTGAGE AMOUNT : 290,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,516.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,979.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.97600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,387,800.00
P & I AMT: 9,590.50 UPB AMT: 1,386,276.32
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 30
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031877988 MORTGAGORS: TEETERS DONALD
REGION CODE ADDRESS : 207-82 WEST SHEARWATER COURT
01 CITY : JERSEY CITY
STATE/ZIP : NJ 07305
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,643.38 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 73.23900
----------------------------------------------------------------------------
0 0031879778 MORTGAGORS: SIMONSON JOSEPH
REGION CODE ADDRESS : 33 DAHL ROAD
01 CITY : MERRIMACK
STATE/ZIP : NH 03054
MORTGAGE AMOUNT : 297,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,557.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,076.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031880032 MORTGAGORS: HOFFMANN ROLAND
HOFFMANN SUZANNE
REGION CODE ADDRESS : 16175 HIGHLAND DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95127
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,802.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,005.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 78.65168
----------------------------------------------------------------------------
0 0031880271 MORTGAGORS: MCSWEENEY RONALD
MCSWEENEY ROBIN
REGION CODE ADDRESS : 6200 WYNNWOOD LANDING
01 CITY : TRUSSVILLE
STATE/ZIP : AL 35173
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,530.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,046.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 42.55300
----------------------------------------------------------------------------
0 0031880511 MORTGAGORS: DUDKA PAUL
MILLS BARBARA
REGION CODE ADDRESS : 8914 E CALLE DEL PALO VERDE
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85255
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,997.78 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,449,000.00
P & I AMT: 9,770.32 UPB AMT: 1,447,890.68
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 31
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031881212 MORTGAGORS: GARNER B
GARNER SUSAN
REGION CODE ADDRESS : 805 FAIRWAY DR,
01 CITY : JONESBORO
STATE/ZIP : AR 72401
MORTGAGE AMOUNT : 306,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,761.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,087.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 86.44000
----------------------------------------------------------------------------
0 0031881220 MORTGAGORS: CLARK BRET
CLARK KATHLEEN
REGION CODE ADDRESS : 2 RED OAK LANE
01 CITY : RANDOLPH
STATE/ZIP : NJ 07869
MORTGAGE AMOUNT : 392,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 392,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,640.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 66.44000
----------------------------------------------------------------------------
0 0031881618 MORTGAGORS: BOTTOMS WILLIAM
BOTTOMS GAIL
REGION CODE ADDRESS : 10 WILD HOLLY COURT
01 CITY : HILTON HEAD ISLAND
STATE/ZIP : SC 29926
MORTGAGE AMOUNT : 294,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,193.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,860.81 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031882756 MORTGAGORS: GRIFFIN MARY
REGION CODE ADDRESS : 3309 OLD DOMINION BLVD
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22305
MORTGAGE AMOUNT : 368,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 368,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,417.50 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031883895 MORTGAGORS: LERNER MAY
LERNER RICHARD
REGION CODE ADDRESS : 11 OLD FIELD DRIVE
01 CITY : SHERBORN
STATE/ZIP : MA 01770
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 329,233.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,223.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 65.34600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,690,400.00
P & I AMT: 11,230.02 UPB AMT: 1,688,188.41
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 32
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031885932 MORTGAGORS: GARCIA RAUL
NEE CHI
REGION CODE ADDRESS : 10327 HITCHING POST WAY
01 CITY : SANTEE
STATE/ZIP : CA 92071
MORTGAGE AMOUNT : 305,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,021.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,084.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 89.99000
----------------------------------------------------------------------------
0 0031886021 MORTGAGORS: BROWN HENRY
BROWN CAROL
REGION CODE ADDRESS : 5240 WINTER VIEW DRIVE
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22312
MORTGAGE AMOUNT : 313,120.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,843.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,004.95 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031887128 MORTGAGORS: SCOTT JACK
SCOTT ELLEN
REGION CODE ADDRESS : 8547 AMESTOY AVENUE
01 CITY : NORTHRIDGE AREA
STATE/ZIP : CA 91325
MORTGAGE AMOUNT : 427,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 426,649.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,840.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.07400
----------------------------------------------------------------------------
0 0031887201 MORTGAGORS: GISONDI ANTHONY
REGION CODE ADDRESS : 10 REEBACK DRIVE
01 CITY : VALHALLA
STATE/ZIP : NY 10595
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,750.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,182.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 71.11100
----------------------------------------------------------------------------
0 0031887482 MORTGAGORS: STAFFORD JAMES
STAFFORD DEBRA
REGION CODE ADDRESS : 31 E LEXINGTON CIRCLE
01 CITY : YORKVILLE
STATE/ZIP : IL 60560
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,814.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,748.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 73.52900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,615,620.00
P & I AMT: 10,860.84 UPB AMT: 1,614,080.47
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 33
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031888852 MORTGAGORS: RIZZI PATRICK
RIZZI MARGARET
REGION CODE ADDRESS : 6911 ANDOVER DR
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22307
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,509.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,647.02 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031889223 MORTGAGORS: KENNEY RICHARD
KENNEY CHARLENE
REGION CODE ADDRESS : PIER 7 CONSTELLATION WHARF, UNIT 19
01 CITY : CHARLESTOWN
STATE/ZIP : MA 02129
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,740.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,189.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 53.27800
----------------------------------------------------------------------------
0 0031889991 MORTGAGORS: MARIUCCI ANTHONY
MARIUCCI DIANA
REGION CODE ADDRESS : 115 SAINT FRANCIS STREET
01 CITY : REDWOOD CITY
STATE/ZIP : CA 94062
MORTGAGE AMOUNT : 384,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 383,060.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,587.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031890452 MORTGAGORS: MORSE DAVID
MILLER JENNIFER
REGION CODE ADDRESS : 34 PRISCILLA CIRCLE
01 CITY : WELLESLEY
STATE/ZIP : MA 02481
MORTGAGE AMOUNT : 428,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 427,795.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,850.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.84000
----------------------------------------------------------------------------
0 0031891211 MORTGAGORS: TURNER MELVIN
TURNER PATSY
REGION CODE ADDRESS : 12805 MEADOWBROOK LANE
01 CITY : WALDORF
STATE/ZIP : MD 20601
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,775.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,964.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,689,500.00
P & I AMT: 11,239.18 UPB AMT: 1,686,880.86
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 34
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031891500 MORTGAGORS: PORTER C.
PORTER GAYLE
REGION CODE ADDRESS : 226 NORTH AMBLING DRIVE
01 CITY : BREA
STATE/ZIP : CA 92821
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,776.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,686.36 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031892219 MORTGAGORS: MORGAN MARLOW
MORGAN MITZI
REGION CODE ADDRESS : 3257 DEBORAH DRIVE
01 CITY : MONROE
STATE/ZIP : LA 71201
MORTGAGE AMOUNT : 480,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 479,606.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,193.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031892425 MORTGAGORS: MARGOLIN HOWARD
MARGOLIN DEBRA
REGION CODE ADDRESS : 86-15 SANCHO STREET
01 CITY : HOLLISWOOD
STATE/ZIP : NY 11423
MORTGAGE AMOUNT : 448,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 448,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,056.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031892441 MORTGAGORS: GOLD ALAN
GOLD SUSAN
REGION CODE ADDRESS : 808 BRICKELL KEY DR UNIT 1204
01 CITY : MIAMI
STATE/ZIP : FL 33131
MORTGAGE AMOUNT : 376,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 375,713.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,596.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.35838
----------------------------------------------------------------------------
0 0031895485 MORTGAGORS: KELLY DANIEL
KELLY JANELLE
REGION CODE ADDRESS : 12508 137TH AVENUE KPN
01 CITY : GIG HARBOR
STATE/ZIP : WA 98329
MORTGAGE AMOUNT : 247,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,112.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,688.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,811,500.00
P & I AMT: 12,221.30 UPB AMT: 1,810,209.25
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 35
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031895667 MORTGAGORS: WRIGHT MICHAEL
WRIGHT CHRISTINE
REGION CODE ADDRESS : 12924 STAGECOACH ROAD
01 CITY : BUMPASS
STATE/ZIP : VA 23024
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,779.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,660.41 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.90000
----------------------------------------------------------------------------
0 0031896145 MORTGAGORS: BODELSON PATRICK
BODELSON LYNDA
REGION CODE ADDRESS : 440 KENSINGTON FARMS DRIVE
01 CITY : ALPHARETTA,
STATE/ZIP : GA 30004
MORTGAGE AMOUNT : 264,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,588.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,784.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.65700
----------------------------------------------------------------------------
0 0031896780 MORTGAGORS: BRUNNER CLYDE
BRUNNER SHAROL
REGION CODE ADDRESS : 777 AVENIDA SALVADOR
01 CITY : SAN CLEMENTE
STATE/ZIP : CA 92672
MORTGAGE AMOUNT : 580,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 578,346.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,155.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 70.30300
----------------------------------------------------------------------------
0 0031896798 MORTGAGORS: GUSTAS BRUCE
LONGO LUISA
REGION CODE ADDRESS : 2533 NORTH HALSTEAD AVENUE #4
01 CITY : CHICAGO
STATE/ZIP : GA 60614
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 379,696.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,560.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031897127 MORTGAGORS: SCALI RICHARD
SCALI MARY
REGION CODE ADDRESS : 82 EAST 15TH STREET
01 CITY : AVALON
STATE/ZIP : NJ 08202
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,687.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,728.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 64.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,880,800.00
P & I AMT: 12,888.46 UPB AMT: 1,878,098.54
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 36
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031897572 MORTGAGORS: RADEY FRANK
RADEY CAROLYN
REGION CODE ADDRESS : 240 ST. ANTHONY'S DRIVE
01 CITY : MOORESTOWN
STATE/ZIP : NJ 08057
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,735.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,920.94 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 77.92200
----------------------------------------------------------------------------
0 0031898364 MORTGAGORS: WONG LARRY
WONG JENNIE
REGION CODE ADDRESS : 1690 LEXINGTON AVENUE
01 CITY : SAN MATEO
STATE/ZIP : CA 94402
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 379,656.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,401.86 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 74.50900
----------------------------------------------------------------------------
0 0031898448 MORTGAGORS: LAI LINH
REGION CODE ADDRESS : 1175 PIPE DREAM COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95122
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,810.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,789.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 94.99000
----------------------------------------------------------------------------
0 0031900095 MORTGAGORS: HUDSON JOHN
HUDSON CHARLOTTE
REGION CODE ADDRESS : 6728 BUGLECALL PLACE
01 CITY : GAINESVILLE
STATE/ZIP : VA 20155
MORTGAGE AMOUNT : 331,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 331,110.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,345.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 84.99500
----------------------------------------------------------------------------
0 0031900632 MORTGAGORS: FISHER PHILIP
FISHER LEONA
REGION CODE ADDRESS : 432 BOLSOVER ROAD
01 CITY : WYNNEWOOD
STATE/ZIP : PA 19096
MORTGAGE AMOUNT : 404,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 404,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,620.98 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,671,450.00
P & I AMT: 11,079.04 UPB AMT: 1,670,411.97
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 37
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031900657 MORTGAGORS: MUNDKUR YATIN
DIXIT SHARVARI
REGION CODE ADDRESS : 571 BOBOLINK CIRCLE
01 CITY : SUNNYVALE
STATE/ZIP : CA 94087
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 419,703.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,008.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031900798 MORTGAGORS: SAVIDGE DALE
SAVIDGE MAUREEN
REGION CODE ADDRESS : 185 WELLINGTON CUTOFF
01 CITY : WELLINGTON
STATE/ZIP : NV 89444
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,523.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,023.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/19
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031901762 MORTGAGORS: SKEES EDWARD
SKEES KAREN
REGION CODE ADDRESS : 20448 NEEDLELEAF WAY
01 CITY : ASHBURN
STATE/ZIP : VA 20147
MORTGAGE AMOUNT : 246,061.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,854.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,616.45 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------------------
0 0031903180 MORTGAGORS: CAREY RONALD
CAREY STEPHANIE
REGION CODE ADDRESS : 9381 CANDLEWOOD DRIVE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92646
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,763.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,994.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031903412 MORTGAGORS: MCGLOTHLIN JEROLD
MCGLOTHLIN LAURIE
REGION CODE ADDRESS : 2512 278TH STREET EAST
01 CITY : SPANAWAY
STATE/ZIP : WA 98387
MORTGAGE AMOUNT : 243,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,690.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,596.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.98500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,461,161.00
P & I AMT: 10,239.95 UPB AMT: 1,459,534.81
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 38
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031904063 MORTGAGORS: GAUGHRAN MICHAEL
GAUGHRAN RACHEL
REGION CODE ADDRESS : 92 SKYTOP ROAD
01 CITY : ANDOVER
STATE/ZIP : NJ 07860
MORTGAGE AMOUNT : 290,925.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,925.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,009.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 89.99700
----------------------------------------------------------------------------
0 0031904576 MORTGAGORS: JURMAN SPENCER
EVERY JUDY
REGION CODE ADDRESS : 3 STONEHOUSE ROAD
01 CITY : SCARSDALE
STATE/ZIP : NY 10583
MORTGAGE AMOUNT : 305,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 304,724.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,927.81 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 49.59300
----------------------------------------------------------------------------
0 0031904782 MORTGAGORS: MCGEOGHEAN JOHN
MCGEOGHEAN SHEILA
REGION CODE ADDRESS : 189 MILDRED CIRCLE
01 CITY : CONCORD
STATE/ZIP : MA 01742
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,871.61 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 37.50000
----------------------------------------------------------------------------
0 0031904923 MORTGAGORS: OTTO MICHAEL
OTTO CHARLOTTE
REGION CODE ADDRESS : 414 BERNSTEIN DRIVE
01 CITY : BOULDER CREEK
STATE/ZIP : CA 95006
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,428.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,993.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 67.90100
----------------------------------------------------------------------------
0 0031905185 MORTGAGORS: RUBIN RANDALL
RUBIN JAMIE
REGION CODE ADDRESS : 5261 CAMINITO EXQUISITO
01 CITY : SAN DIEGO
STATE/ZIP : CA 92130
MORTGAGE AMOUNT : 298,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,755.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,982.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.42100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,468,925.00
P & I AMT: 9,785.32 UPB AMT: 1,467,833.48
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 39
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031905383 MORTGAGORS: ALEJO FLORANTE
ALEJO ROSARIO
REGION CODE ADDRESS : 5002 ELKRIDGE DRIVE
01 CITY : RANCHO PALOS VERDES
STATE/ZIP : CA 90275
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 499,600.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,368.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.36500
----------------------------------------------------------------------------
0 0031906209 MORTGAGORS: CLYNE WILLIAM
CLYNE LINDA
REGION CODE ADDRESS : 40384 FOREMAST
01 CITY : THE SEA RANCH
STATE/ZIP : CA 95497
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,765.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,046.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031906340 MORTGAGORS: CAREY J.
CAREY MARSHA
REGION CODE ADDRESS : 1639 NOTTINGHAM DRIVE
01 CITY : HUMMELSTOWN
STATE/ZIP : PA 17036
MORTGAGE AMOUNT : 319,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,176.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 66.94600
----------------------------------------------------------------------------
0 0031906381 MORTGAGORS: TRACEY KEVIN
REGION CODE ADDRESS : 66 WENDOVER WAY
01 CITY : BEDFORD
STATE/ZIP : NH 03110
MORTGAGE AMOUNT : 279,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,812.84 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.54000
----------------------------------------------------------------------------
0 0031906548 MORTGAGORS: MOORE MICHAEL
MOORE LINDA
REGION CODE ADDRESS : 8565 CORBETT STREET
01 CITY : LAS VEGAS
STATE/ZIP : NV 89129
MORTGAGE AMOUNT : 259,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,844.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,768.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 94.99712
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,657,750.00
P & I AMT: 11,172.66 UPB AMT: 1,656,710.41
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 40
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031906555 MORTGAGORS: DENNIS NEIL
DENNIS TERESA
REGION CODE ADDRESS : 129 PRINCETON OVAL
01 CITY : FREEHOLD TOWNSHIP
STATE/ZIP : NJ 07728
MORTGAGE AMOUNT : 272,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,520.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,791.78 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 83.69500
----------------------------------------------------------------------------
0 0031906563 MORTGAGORS: BLETKO CYNTHIA
REGION CODE ADDRESS : 71 SPRING HILL CIRCLE
01 CITY : WAYNE
STATE/ZIP : NJ 07470
MORTGAGE AMOUNT : 257,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,666.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,688.97 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.10700
----------------------------------------------------------------------------
0 0031906712 MORTGAGORS: NACZAS BARBARA
WIDOWSKA JOANNA
REGION CODE ADDRESS : 274 PINE STREET
01 CITY : DEERFIELD
STATE/ZIP : IL 60015
MORTGAGE AMOUNT : 259,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,788.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 84.09091
----------------------------------------------------------------------------
0 0031906803 MORTGAGORS: VAN HUYSTEE BRYAN
VAN HUYSTEE LISA
REGION CODE ADDRESS : 1881 ORANGE GROVE DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95124
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,780.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,069.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031906837 MORTGAGORS: HERNDON KERRY
HARTER NANCY
REGION CODE ADDRESS : 6180 SW 133 STREET
01 CITY : MIAMI
STATE/ZIP : FL 33156
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,655.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,594.39 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 68.37600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,484,850.00
P & I AMT: 9,933.67 UPB AMT: 1,483,623.54
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 41
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031906860 MORTGAGORS: BLACK SHARON
KEEFER STEPHEN
REGION CODE ADDRESS : 2439 NORWOOD AVE
01 CITY : BOULDER
STATE/ZIP : CO 80304
MORTGAGE AMOUNT : 375,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 375,199.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,529.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 62.58300
----------------------------------------------------------------------------
0 0031906977 MORTGAGORS: KNUTSON SCOTT
KNUTSON GENA
REGION CODE ADDRESS : 2003 VINTAGE PLACE,
01 CITY : ESCONDIDO,
STATE/ZIP : CA 92027
MORTGAGE AMOUNT : 256,405.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,204.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,749.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0031907231 MORTGAGORS: VAN WEY JACK
VAN WEY PATTI
REGION CODE ADDRESS : 45855 CORTE CARMELLO
01 CITY : TEMECULA
STATE/ZIP : CA 92592
MORTGAGE AMOUNT : 298,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,894.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,060.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 94.98900
----------------------------------------------------------------------------
0 0031907496 MORTGAGORS: BARBER JEFFREY
SANDIFORTH RANDY
REGION CODE ADDRESS : 1069 DOLORES ROAD,
01 CITY : ALTADENA AREA,
STATE/ZIP : CA 91001
MORTGAGE AMOUNT : 282,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,285.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,951.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 74.34200
----------------------------------------------------------------------------
0 0031907751 MORTGAGORS: LAPPLE MATTHEW
LAPPLE SHERRI
REGION CODE ADDRESS : 251 S FIRENZA WAY
01 CITY : ORANGE
STATE/ZIP : CA 92869
MORTGAGE AMOUNT : 240,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,712.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,537.07 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 79.99000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,452,805.00
P & I AMT: 9,827.81 UPB AMT: 1,451,297.08
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 42
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031907777 MORTGAGORS: TRALONGO STEVEN
TRALONGO ELIZABETH
REGION CODE ADDRESS : 855 ALLEN LAKE LANE
01 CITY : SUWANEE
STATE/ZIP : GA 30024
MORTGAGE AMOUNT : 346,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,730.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,360.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99200
----------------------------------------------------------------------------
0 0031908908 MORTGAGORS: SAVONA ANTHONY
SAVONA JOANNA
REGION CODE ADDRESS : 60 LONG HILL ROAD
01 CITY : SOMERS
STATE/ZIP : CT 06071
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,751.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 58.69000
----------------------------------------------------------------------------
0 0031909914 MORTGAGORS: GOLDSTEIN STEVEN
GOLDSTEIN SUSAN
REGION CODE ADDRESS : 42 CROSSWINDS DRIVE (NOANK)
01 CITY : GROTON
STATE/ZIP : CT 06340
MORTGAGE AMOUNT : 269,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,747.97 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 77.00000
----------------------------------------------------------------------------
0 0031909930 MORTGAGORS: HOLDEN DAVID
HOLDEN KATHLEEN
REGION CODE ADDRESS : 627 SERRANO LANE
01 CITY : CHULA VISTA
STATE/ZIP : CA 91910
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,789.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 78.76900
----------------------------------------------------------------------------
0 0031909955 MORTGAGORS: HURD JOHN
HURD ANNETTE
REGION CODE ADDRESS : 2 SAINT PIERRE
01 CITY : DOVE CANYON
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 303,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 303,494.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,995.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,435,250.00
P & I AMT: 9,645.38 UPB AMT: 1,434,724.91
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 43
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031910284 MORTGAGORS: DOLAK JOHN
DOLAK MIA
REGION CODE ADDRESS : 4185 ROCHESTER ROAD
01 CITY : SAN DIEGO
STATE/ZIP : CA 92116
MORTGAGE AMOUNT : 284,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,633.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,967.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 94.98400
----------------------------------------------------------------------------
0 0031910342 MORTGAGORS: WEISS SUSAN
WEISS JEFFREY
REGION CODE ADDRESS : 7 IRON HOLLOW ROAD
01 CITY : SHARON
STATE/ZIP : MA 02067
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,251.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/24
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.94900
----------------------------------------------------------------------------
0 0031910524 MORTGAGORS: BOYADJIAN NAZARETH
BOYADJIAN HERMINE
REGION CODE ADDRESS : 1089 LEA DRIVE
01 CITY : SAN RAFAEL
STATE/ZIP : CA 94903
MORTGAGE AMOUNT : 279,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,365.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,836.77 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 50.37800
----------------------------------------------------------------------------
0 0031910763 MORTGAGORS: JONES N.
HANNA SHERRI
REGION CODE ADDRESS : 150 CORAL REEF AVENUE
01 CITY : EL GRANDA
STATE/ZIP : CA 94018
MORTGAGE AMOUNT : 308,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 307,771.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,153.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031911001 MORTGAGORS: KUMARASENA THUSITHA
KUMARASENA DARSHINE
REGION CODE ADDRESS : 30 YARMOUTH ROAD
01 CITY : WELLESLEY
STATE/ZIP : MA 02181
MORTGAGE AMOUNT : 390,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 389,358.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,594.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,577,450.00
P & I AMT: 10,803.96 UPB AMT: 1,576,128.56
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 44
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031911092 MORTGAGORS: FRIEDMAN BARRY
FRIEDMAN ROBIN
REGION CODE ADDRESS : 16 PRIMROSE LANE
01 CITY : EAST BRUNSWICK
STATE/ZIP : NJ 08816
MORTGAGE AMOUNT : 289,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,757.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,898.53 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.98100
----------------------------------------------------------------------------
0 0031911159 MORTGAGORS: BERNSTEIN FREYA
REGION CODE ADDRESS : 18 DICKSON LANE
01 CITY : WESTON
STATE/ZIP : MA 02493
MORTGAGE AMOUNT : 252,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,765.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 72.14200
----------------------------------------------------------------------------
0 0031911225 MORTGAGORS: STRICKLAND J.
STRICKLAND CAROL
REGION CODE ADDRESS : 4500 HOLT STREET
01 CITY : BELLAIRE
STATE/ZIP : TX 77401
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,728.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,290.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.72500
----------------------------------------------------------------------------
0 0031911340 MORTGAGORS: DEBLINGER RONALD
PORTELL DEBLINGER MICHELLE
REGION CODE ADDRESS : 541 PIGEON PLUM LANE
01 CITY : MIAMI
STATE/ZIP : FL 33137
MORTGAGE AMOUNT : 464,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 463,619.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,087.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031911589 MORTGAGORS: PEREA GUSTAVO
PEREA CAROLINE
REGION CODE ADDRESS : 176 NORTH MISSION DRIVE
01 CITY : SAN GABRIEL
STATE/ZIP : CA 91775
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,646.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,856.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,601,500.00
P & I AMT: 10,897.87 UPB AMT: 1,600,251.46
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 45
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031911761 MORTGAGORS: CHERRY GERALD
CHERRY YVONNE
REGION CODE ADDRESS : 5 GREATCOAT LANE
01 CITY : SAVANNAH
STATE/ZIP : GA 31411
MORTGAGE AMOUNT : 448,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 448,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,056.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 77.91300
----------------------------------------------------------------------------
0 0031911969 MORTGAGORS: KATZ HOWARD
KATZ SUSAN
REGION CODE ADDRESS : 425 WYCHWOOD ROAD
01 CITY : WESTFIELD
STATE/ZIP : NJ 07090
MORTGAGE AMOUNT : 437,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 437,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,944.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 67.23000
----------------------------------------------------------------------------
0 0031912108 MORTGAGORS: HATFIELD HAROLD
HATFIELD DONNA
REGION CODE ADDRESS : 2697 QUAIL ROAD
01 CITY : ESCONDIDO
STATE/ZIP : CA 92026
MORTGAGE AMOUNT : 261,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,806.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,824.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99000
----------------------------------------------------------------------------
0 0031912322 MORTGAGORS: IOBST JOSEPH
IOBST KAREN
REGION CODE ADDRESS : 1015 LORIEN DRIVE
01 CITY : GWYNEDD VALLEY
STATE/ZIP : PA 19437
MORTGAGE AMOUNT : 422,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 421,618.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,667.33 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031912405 MORTGAGORS: DEUTSCH JILL
REGION CODE ADDRESS : 6035 BEAUMONT AVENUE
01 CITY : AREA OF LA JOLLA CITY OF
STATE/ZIP : CA 92037
MORTGAGE AMOUNT : 620,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 619,528.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,282.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,188,000.00
P & I AMT: 14,774.77 UPB AMT: 2,186,953.03
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 46
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031912835 MORTGAGORS: MORRIS RAEL
REGION CODE ADDRESS : 912 16TH STREET # 5
01 CITY : SANTA MONICA
STATE/ZIP : CA 90403
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,814.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,748.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 75.75700
----------------------------------------------------------------------------
0 0031913080 MORTGAGORS: SODERBERG STEPHEN
MCFARLAND MARY
REGION CODE ADDRESS : 6832 CORDER LANE
01 CITY : LORTON
STATE/ZIP : VA 22079
MORTGAGE AMOUNT : 317,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,150.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,057.03 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------------------
0 0031913130 MORTGAGORS: ROBINSON BRADLEY
ROBINSON THERESA
REGION CODE ADDRESS : 120 ASHBURN CIRCLE
01 CITY : ALPHARETTA
STATE/ZIP : GA 30022
MORTGAGE AMOUNT : 257,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,099.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,755.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.98700
----------------------------------------------------------------------------
0 0031913163 MORTGAGORS: ISAACSON STEVEN
REGION CODE ADDRESS : 4915 N.E. 60TH STREET
01 CITY : SEATTLE
STATE/ZIP : WA 98115
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,745.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,062.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 60.29955
----------------------------------------------------------------------------
0 0031913619 MORTGAGORS: BORGHI ANTHONY
BORGHI LORETTA
REGION CODE ADDRESS : 7 BRISTOL LANE
01 CITY : EAST WALPOLE
STATE/ZIP : MA 02081
MORTGAGE AMOUNT : 358,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 358,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,415.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 71.70000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,492,950.00
P & I AMT: 10,038.03 UPB AMT: 1,492,309.63
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 47
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031913643 MORTGAGORS: LOUGHRAN EDWARD
LOUGHRAN MARIA
REGION CODE ADDRESS : 343 COMMERCIAL STREET,UNIT 307
01 CITY : BOSTON
STATE/ZIP : MA 02109
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,788.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,149.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 52.17300
----------------------------------------------------------------------------
0 0031913676 MORTGAGORS: BATES SUZANNE
YANNO J.
REGION CODE ADDRESS : 3 FULLER BROOK ROAD
01 CITY : WELLESLEY
STATE/ZIP : MA 02181
MORTGAGE AMOUNT : 365,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 364,722.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,520.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.25700
----------------------------------------------------------------------------
0 0031913726 MORTGAGORS: COWELL EUGENE
COWELL LA VERNE
REGION CODE ADDRESS : 8682 MOOVALYA DRIVE
01 CITY : PARKER
STATE/ZIP : AZ 85344
MORTGAGE AMOUNT : 318,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,726.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,224.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 64.28200
----------------------------------------------------------------------------
0 0031914286 MORTGAGORS: NGUYEN HANSON
NGUYEN HAN
REGION CODE ADDRESS : 1310 FRENCH COURT
01 CITY : MILPITAS
STATE/ZIP : CA 95035
MORTGAGE AMOUNT : 308,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 307,759.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,101.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031914393 MORTGAGORS: PARK PHILIP
PARK STEPHANIE
REGION CODE ADDRESS : 1271 N.W. BLAKELY COURT
01 CITY : SEATTLE
STATE/ZIP : WA 98177
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,698.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,270.09 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 73.68400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,641,200.00
P & I AMT: 11,266.30 UPB AMT: 1,639,695.12
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 48
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031914443 MORTGAGORS: ABRAHAM BARRY
ABRAHAM ELLEN
REGION CODE ADDRESS : 9700 ATLANTIC AVENUE
01 CITY : MARGATE
STATE/ZIP : NJ 08402
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,744.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,155.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031915002 MORTGAGORS: NELMIDA LEONCIO
NELMIDA BERNARDITA
REGION CODE ADDRESS : 21086 CANTEBURY LANE
01 CITY : LAKE FOREST
STATE/ZIP : CA 92630
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,761.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,865.68 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031915192 MORTGAGORS: MEYER JACK
MEYER CRISTELA
REGION CODE ADDRESS : 13630 DANDELION TRAIL
01 CITY : BELTON
STATE/ZIP : TX 76513
MORTGAGE AMOUNT : 329,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,562.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,248.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031915481 MORTGAGORS: SANTOSUOSSO RALPH
SANTOSUOSSO BETTY
REGION CODE ADDRESS : 25 ANDREWS ROAD
01 CITY : WAKEFIELD
STATE/ZIP : MA 01880
MORTGAGE AMOUNT : 324,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,161.57 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.68900
----------------------------------------------------------------------------
0 0031915713 MORTGAGORS: ATEYEH FUAD
ATEYEH AISHA
REGION CODE ADDRESS : 6 BAYPARK CIRCLE
01 CITY : SOUTH SAN FRANCISCO
STATE/ZIP : CA 94080
MORTGAGE AMOUNT : 459,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 459,313.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,019.91 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 69.99300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,718,200.00
P & I AMT: 11,451.52 UPB AMT: 1,716,281.43
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 49
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031916745 MORTGAGORS: HERNDON SUE
HERNDON MARK
REGION CODE ADDRESS : 15810 WESTBROOK ROAD
01 CITY : ALPHARETTA
STATE/ZIP : GA 30004
MORTGAGE AMOUNT : 280,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,070.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,864.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 77.43000
----------------------------------------------------------------------------
0 0031916752 MORTGAGORS: ANGELLE FRANK
ANGELLE EVELYN
REGION CODE ADDRESS : 13822 DRYCREEK RANCH ROAD
01 CITY : CYPRESS
STATE/ZIP : TX 77429
MORTGAGE AMOUNT : 357,540.00 OPTION TO CONVERT :
UNPAID BALANCE : 357,246.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,378.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 88.28100
----------------------------------------------------------------------------
0 0031916935 MORTGAGORS: STEIN KENNETH
STEIN JACQUELINE
REGION CODE ADDRESS : 8 WHITE OAK LANE
01 CITY : WESTHAMPTON
STATE/ZIP : NY 11977
MORTGAGE AMOUNT : 298,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,773.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,058.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031917107 MORTGAGORS: WEAVER WILLIAM
LONDON-WEAVER DAPHNE
REGION CODE ADDRESS : 452 LA MARINA DRIVE
01 CITY : CAMARILLO
STATE/ZIP : CA 93010
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,756.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,210.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 63.61820
----------------------------------------------------------------------------
0 0031917420 MORTGAGORS: ALBRIGHT EDWARD
ALBRIGHT JUDY
REGION CODE ADDRESS : 454 LONGBRANCH ROAD
01 CITY : SIMI VALLEY
STATE/ZIP : CA 93065
MORTGAGE AMOUNT : 334,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 333,726.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,222.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 69.58300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,589,840.00
P & I AMT: 10,734.05 UPB AMT: 1,588,573.14
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 50
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031917545 MORTGAGORS: SULLIVAN JOHN
SULLIVAN DARYL
REGION CODE ADDRESS : 238 WINDSONG DRIVE
01 CITY : HENDERSON
STATE/ZIP : NV 89014
MORTGAGE AMOUNT : 258,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,230.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,635.16 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 76.99400
----------------------------------------------------------------------------
0 0031917669 MORTGAGORS: LANDE STEPHEN
MILESTONE SHELLEY
REGION CODE ADDRESS : 30 SANDRINGHAM ROAD
01 CITY : BALA CYNWYD
STATE/ZIP : PA 19004
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 400,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,528.27 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 65.57300
----------------------------------------------------------------------------
0 0031917784 MORTGAGORS: SOLOMON BERNARD
REGION CODE ADDRESS : 3833 MAINSAIL CIRCLE
01 CITY : WESTLAKE VILLAGE,
STATE/ZIP : CA 91361
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,703.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,796.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 69.56500
----------------------------------------------------------------------------
0 0031917925 MORTGAGORS: BLASI DARRELL
BLASI MARIA
REGION CODE ADDRESS : 2418 HAMPTON AVENUE
01 CITY : REDWOOD CITY
STATE/ZIP : CA 94061
MORTGAGE AMOUNT : 372,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 371,737.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,665.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031918030 MORTGAGORS: GRABOWICH GEORGE
GRABOWICH CHRISTINE
REGION CODE ADDRESS : 9 KNOLL COURT
01 CITY : RARITAN TOWNSHIP
STATE/ZIP : NJ 08822
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,690.43 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 75.86200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,694,700.00
P & I AMT: 11,315.77 UPB AMT: 1,693,671.58
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 51
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031918105 MORTGAGORS: SHERIDAN JOHN
SHERIDAN CAROLE
REGION CODE ADDRESS : 25694 LEWIS RANCH ROAD
01 CITY : NEW BRAUNFELS
STATE/ZIP : TX 78132
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 419,672.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,865.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031918188 MORTGAGORS: PEDRO MARK
PEDRO KRISTINA
REGION CODE ADDRESS : 23270 CHERVIL COURT
01 CITY : VALENCIA (AREA)
STATE/ZIP : CA 91354
MORTGAGE AMOUNT : 324,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 323,747.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,210.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031918196 MORTGAGORS: SOKOFF JULIE
SOKOFF RICHARD
REGION CODE ADDRESS : 600 GIANELLI STREET
01 CITY : TRACY
STATE/ZIP : CA 95376
MORTGAGE AMOUNT : 251,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,603.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,717.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 89.92800
----------------------------------------------------------------------------
0 0031918253 MORTGAGORS: SCALI JAMES
SCALI MICHELLE
REGION CODE ADDRESS : 154 RIDEOUT ROAD
01 CITY : HOLLIS
STATE/ZIP : NH 03049
MORTGAGE AMOUNT : 270,655.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,257.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,823.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0031918410 MORTGAGORS: SCHULZ JOHN
SCHULZ JEAN
REGION CODE ADDRESS : 3251 SANTA MONICA AVENUE
01 CITY : FULLERTON
STATE/ZIP : CA 92835
MORTGAGE AMOUNT : 293,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,759.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,949.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.18900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,559,455.00
P & I AMT: 10,565.91 UPB AMT: 1,558,040.51
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 52
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031918758 MORTGAGORS: JONES-LISS NANCY
LISS MICHAEL
REGION CODE ADDRESS : 25601 CRESTFIELD DRIVE
01 CITY : CASTRO VALLEY
STATE/ZIP : CA 94552
MORTGAGE AMOUNT : 437,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 436,641.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,907.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.98600
----------------------------------------------------------------------------
0 0031918774 MORTGAGORS: DUDZIK FRANK
DUDZIK LISA
REGION CODE ADDRESS : 54 BERTA PLACE
01 CITY : BERNARDS TOWNSHIP
STATE/ZIP : NJ 07920
MORTGAGE AMOUNT : 295,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,962.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.55500
----------------------------------------------------------------------------
0 0031918840 MORTGAGORS: HESTERMANN DAVID
HESTERMANN MARJORIE
REGION CODE ADDRESS : 203 RODEO DRIVE
01 CITY : AZLE
STATE/ZIP : TX 76020
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 379,696.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,560.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 66.60800
----------------------------------------------------------------------------
0 0031918873 MORTGAGORS: PATTERSON DAVID
HENSHAW LAURA
REGION CODE ADDRESS : 12362 CIRCULA PANORAMA
01 CITY : SANTA ANA
STATE/ZIP : CA 92705
MORTGAGE AMOUNT : 362,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 361,699.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,408.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.63900
----------------------------------------------------------------------------
0 0031919020 MORTGAGORS: DIRAIMONDO CHARLES
ROGERS DIRAIMONDO CAROL
REGION CODE ADDRESS : 9 HIGHLAND COURT
01 CITY : ORINDA
STATE/ZIP : CA 94563
MORTGAGE AMOUNT : 740,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 739,450.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,174.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 015
LTV : 52.85700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,214,000.00
P & I AMT: 15,012.74 UPB AMT: 2,212,488.63
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 53
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031919046 MORTGAGORS: TAYLOR GEORGE
TAYLOR MARIANNA
REGION CODE ADDRESS : 646 COUNTRY WAY
01 CITY : SCITUATE
STATE/ZIP : MA 02066
MORTGAGE AMOUNT : 258,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,808.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,803.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 76.10600
----------------------------------------------------------------------------
0 0031919129 MORTGAGORS: SIGARRETA AUGUSTO
REGION CODE ADDRESS : 4524 SAN AMARO DRIVE
01 CITY : CORAL GABLES
STATE/ZIP : FL 33146
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,916.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031919186 MORTGAGORS: KORN LORI
KORN JEFFREY
REGION CODE ADDRESS : 75 HILLSDALE ROAD
01 CITY : ARLINGTON
STATE/ZIP : MA 02476
MORTGAGE AMOUNT : 255,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,721.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 73.00000
----------------------------------------------------------------------------
0 0031919400 MORTGAGORS: ANDERSON KENNETH
ANDERSON MARIAN
REGION CODE ADDRESS : 3591 FALLON ROAD
01 CITY : HOLLISTER
STATE/ZIP : CA 95023
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 379,703.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,592.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031919459 MORTGAGORS: JERZ JOSEPH
JERZ MAUREEN
REGION CODE ADDRESS : 133 NORTH MAIN STREET
01 CITY : COHASSET
STATE/ZIP : MA 02025
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,945.79 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 78.12500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,481,500.00
P & I AMT: 9,979.47 UPB AMT: 1,481,012.08
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 54
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031919483 MORTGAGORS: SHIELDS TIMOTHY
REGION CODE ADDRESS : 2750 E WAPATO WAY
01 CITY : MANSON
STATE/ZIP : WA 98831
MORTGAGE AMOUNT : 321,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,138.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 48.33000
----------------------------------------------------------------------------
0 0031919723 MORTGAGORS: REHARD JOHN
REHARD ANNIKA
REGION CODE ADDRESS : 10852 SIERRA HIGHWAY
01 CITY : AGUA DULCE AREA
STATE/ZIP : CA 91350
MORTGAGE AMOUNT : 262,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,779.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,721.16 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 77.05800
----------------------------------------------------------------------------
0 0031920028 MORTGAGORS: RODRIGUEZ MICHAEL
REGION CODE ADDRESS : 441 SAN SERVANDO AVENUE
01 CITY : CORAL GABLES
STATE/ZIP : FL 33143
MORTGAGE AMOUNT : 247,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,707.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031920309 MORTGAGORS: GOODMAN JOHN
GOODMAN JANET
REGION CODE ADDRESS : 10544 BLYTHE AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90064
MORTGAGE AMOUNT : 445,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 444,644.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,998.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 68.99224
----------------------------------------------------------------------------
0 0031920689 MORTGAGORS: SCHWEITZER DONALD
SCHWEITZER DELIA
REGION CODE ADDRESS : 5358 EAST RURAL RIDGE CIRCLE
01 CITY : ANAHEIM
STATE/ZIP : CA 92807
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,607.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,911.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.41100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,545,600.00
P & I AMT: 10,475.90 UPB AMT: 1,544,631.93
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 55
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031920762 MORTGAGORS: CORBIN WILLIAM
CORBIN LUZ
REGION CODE ADDRESS : 1908 FOX HILLS DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90025
MORTGAGE AMOUNT : 376,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 375,511.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,565.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 73.74500
----------------------------------------------------------------------------
0 0031921018 MORTGAGORS: LEE JAMES
LEE FRANCES
REGION CODE ADDRESS : 1831 15TH AVENUE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94122
MORTGAGE AMOUNT : 426,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 425,642.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,798.52 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 72.20330
----------------------------------------------------------------------------
0 0031921091 MORTGAGORS: GONZALEZ EDGAR
GONZALEZ DONELLE
REGION CODE ADDRESS : 9479 BLUECUP PLACE
01 CITY : LAKESIDE
STATE/ZIP : CA 92040
MORTGAGE AMOUNT : 271,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,484.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,668.60 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 94.99400
----------------------------------------------------------------------------
0 0031921174 MORTGAGORS: BRASSFIELD CHARLES
BRASSFIELD PATRICIA
REGION CODE ADDRESS : 21102 BRUSH ROAD
01 CITY : LOS GATOS
STATE/ZIP : CA 95030
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 599,037.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,042.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 66.66600
----------------------------------------------------------------------------
0 0031921265 MORTGAGORS: MELNYK WAYNE
MELNYK BARBARA
REGION CODE ADDRESS : 23262 CHERVIL COURT
01 CITY : VALENCIA
STATE/ZIP : CA 91354
MORTGAGE AMOUNT : 280,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,281.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,913.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.81000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,953,600.00
P & I AMT: 12,988.59 UPB AMT: 1,950,956.66
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 56
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031921638 MORTGAGORS: ADRIGNOLO ANTHONY
SCHINE AMY
REGION CODE ADDRESS : LOT 13 RIDERWOOD DRIVE
01 CITY : SALISBURY
STATE/ZIP : MD 21804
MORTGAGE AMOUNT : 327,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 327,500.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,263.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0031922115 MORTGAGORS: SLOAN BARBARA
REGION CODE ADDRESS : 3239 KALIHIWAI ROAD
01 CITY : KILAUEA
STATE/ZIP : HI 96754
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 374,700.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,526.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 53.57100
----------------------------------------------------------------------------
0 0031922362 MORTGAGORS: CHEN CHIEN-CHEN
LIU MEI-FENG
REGION CODE ADDRESS : 432 BOULDER DRIVE
01 CITY : MARLBORO
STATE/ZIP : NJ 07751
MORTGAGE AMOUNT : 328,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,117.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,130.00 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 88.04200
----------------------------------------------------------------------------
0 0031922370 MORTGAGORS: DICKSTEIN EDWARD
DICKSTEIN DIANA
REGION CODE ADDRESS : 223 SOUTH BUNDY DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90049
MORTGAGE AMOUNT : 640,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 639,500.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,365.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99000
----------------------------------------------------------------------------
0 0031922495 MORTGAGORS: SALM CLIFFORD
SALM AMY
REGION CODE ADDRESS : 310 DEVON ROAD
01 CITY : TENAFLY
STATE/ZIP : NJ 07670
MORTGAGE AMOUNT : 532,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 532,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,584.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.40500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,203,150.00
P & I AMT: 14,870.25 UPB AMT: 2,201,818.48
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 57
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031922644 MORTGAGORS: BOLLINGER MARK
BOLLINGER SHERI
REGION CODE ADDRESS : 806 SANTA PAULA WAY,
01 CITY : DAVIS,
STATE/ZIP : CA 95616
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,786.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,933.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031922727 MORTGAGORS: AZOVIV MARY
REGION CODE ADDRESS : 226 LOCUST AVENUE
01 CITY : AGOURA HILLS
STATE/ZIP : CA 91301
MORTGAGE AMOUNT : 278,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,998.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 89.96700
----------------------------------------------------------------------------
0 0031922743 MORTGAGORS: SPICER WILLIAM
REGION CODE ADDRESS : 2620 SOUTHEAST FAIRMONT
01 CITY : PORTLAND
STATE/ZIP : OR 97201
MORTGAGE AMOUNT : 336,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 335,744.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,320.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031922834 MORTGAGORS: MAYNARD ROBERT
MAYNARD GERALDINE
REGION CODE ADDRESS : 10128 NORTHEAST 63RD ST. #12
01 CITY : KIRKLAND
STATE/ZIP : WA 98033
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,793.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,807.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.10400
----------------------------------------------------------------------------
0 0031922958 MORTGAGORS: BERTUCCI MARIO
LANGHAM MICHAEL
REGION CODE ADDRESS : 521 BUENO VISTA AVE WEST
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94117
MORTGAGE AMOUNT : 552,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 548,894.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,722.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 55.47100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,712,400.00
P & I AMT: 11,782.71 UPB AMT: 1,708,118.83
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 58
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031923071 MORTGAGORS: SCHREIER W
SCHREIER SHERILYN
REGION CODE ADDRESS : 5337 LOOKOUT RIDGE DRIVE
01 CITY : BOULDER
STATE/ZIP : CO 80301
MORTGAGE AMOUNT : 601,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 601,029.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,704.16 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 65.03700
----------------------------------------------------------------------------
0 0031923253 MORTGAGORS: GOERL PHILLIP
REGION CODE ADDRESS : 207 NOE STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94114
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,754.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,848.51 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 71.25000
----------------------------------------------------------------------------
0 0031923329 MORTGAGORS: PEREZ GARY
PEREZ SALLY
REGION CODE ADDRESS : 2887 TEAL STREET
01 CITY : LA VERNE
STATE/ZIP : CA 91750
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,796.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.85300
----------------------------------------------------------------------------
0 0031923337 MORTGAGORS: MCKENNA MICHAEL
MCKENNA KATHLEEN
REGION CODE ADDRESS : 1036 EVERGREEN DRIVE
01 CITY : BELLEVUE
STATE/ZIP : WA 98004
MORTGAGE AMOUNT : 404,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 403,668.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,687.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031923436 MORTGAGORS: BURTON CLARK
BURTON LINDA
REGION CODE ADDRESS : 45 STILL CREEK ROAD
01 CITY : WOODSIDE
STATE/ZIP : CA 94062
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 400,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,865.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 30.76923
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,960,600.00
P & I AMT: 12,902.47 UPB AMT: 1,959,452.63
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 59
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031923469 MORTGAGORS: TUTTLE MATTHEW
SOLAR RACHEL
REGION CODE ADDRESS : 11 COLUMBIA STREET
01 CITY : BROOKLINE
STATE/ZIP : MA 02446
MORTGAGE AMOUNT : 265,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,665.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,876.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0031923899 MORTGAGORS: STEVENS FREDERICK
STEVENS MARIE
REGION CODE ADDRESS : 22816 NORTH 79TH PLACE
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85255
MORTGAGE AMOUNT : 354,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 354,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,387.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 84.90500
----------------------------------------------------------------------------
0 0031924152 MORTGAGORS: NIEVES LUIS
NIEVES LINDA
REGION CODE ADDRESS : 1174 MONTICELLO ROAD
01 CITY : NAPA
STATE/ZIP : CA 94558
MORTGAGE AMOUNT : 625,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 624,512.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,263.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 62.50000
----------------------------------------------------------------------------
0 0031924202 MORTGAGORS: THOMAS DAVID
LEWIS WILLETTA
REGION CODE ADDRESS : 31 MOSS HILL ROAD
01 CITY : BOSTON
STATE/ZIP : MA 02130
MORTGAGE AMOUNT : 315,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,750.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,127.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031924368 MORTGAGORS: BROOKS GARRY
BROOKS SUSAN
REGION CODE ADDRESS : 24 BURNING TREE ROAD
01 CITY : NEWPORT BEACH
STATE/ZIP : CA 92660
MORTGAGE AMOUNT : 503,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 502,587.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,346.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 33.53300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,063,200.00
P & I AMT: 14,001.03 UPB AMT: 2,061,915.22
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 60
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031924590 MORTGAGORS: PORTER CHARLES
PORTER JENNIFER
REGION CODE ADDRESS : 341 BETHWYCK COURT
01 CITY : MATTHEWS
STATE/ZIP : NC 28105
MORTGAGE AMOUNT : 382,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 382,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,541.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031924657 MORTGAGORS: DAVIDOVICH RICARDO
DAVIDOVICH ROBIN
REGION CODE ADDRESS : 14 DELAWARE AVENUE
01 CITY : JERICHO
STATE/ZIP : NY 11753
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,741.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,945.79 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 71.42800
----------------------------------------------------------------------------
0 0031924996 MORTGAGORS: GUNIPERO JAMES
GUNIPERO EILEEN
REGION CODE ADDRESS : 7 CONCORD RIDGE
01 CITY : NEWTOWN
STATE/ZIP : CT 06470
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,991.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031925118 MORTGAGORS: TURCHAN ROBERT
TURCHAN KAREN
REGION CODE ADDRESS : 21255 PLACERITA CANYON ROAD
01 CITY : SANTA CLARITA NEWHALL ARE
STATE/ZIP : CA 91321
MORTGAGE AMOUNT : 535,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 534,582.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,649.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 62.94100
----------------------------------------------------------------------------
0 0031925225 MORTGAGORS: MAGAZINE JEROME
REGION CODE ADDRESS : 1365 ANDENES DRIVE
01 CITY : GLENDALE
STATE/ZIP : CA 91208
MORTGAGE AMOUNT : 415,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 414,676.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,831.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 68.03200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,924,000.00
P & I AMT: 12,959.88 UPB AMT: 1,923,000.61
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 61
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031925548 MORTGAGORS: BOWER BRYAN
BOWER MERLE
REGION CODE ADDRESS : 1497 LYNNMERE DRIVE
01 CITY : THOUSAND OAKS
STATE/ZIP : CA 91360
MORTGAGE AMOUNT : 520,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 519,529.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,286.76 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031925779 MORTGAGORS: COVINO ROBERT
COVINO MARINA
REGION CODE ADDRESS : 5 ESTABROOK ROAD
01 CITY : SWAMPSCOTT
STATE/ZIP : MA 01907
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,182.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 72.56200
----------------------------------------------------------------------------
0 0031926264 MORTGAGORS: JENNESS GREGG
JENNESS KIM
REGION CODE ADDRESS : 1351 BRIARBERRY LANE
01 CITY : GILROY
STATE/ZIP : CA 95020
MORTGAGE AMOUNT : 265,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,619.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,675.62 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 77.99700
----------------------------------------------------------------------------
0 0031926322 MORTGAGORS: HERNANDEZ VALENTINA
REGION CODE ADDRESS : 582 LA PRIMAVERA WAY
01 CITY : GILROY
STATE/ZIP : CA 95020
MORTGAGE AMOUNT : 283,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,252.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,882.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 89.99100
----------------------------------------------------------------------------
0 0031926504 MORTGAGORS: SAGINAW PAUL
SAGINAW LORI
REGION CODE ADDRESS : 1205 OLIVIA
01 CITY : ANN ARBOR
STATE/ZIP : MI 48104
MORTGAGE AMOUNT : 287,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,885.39 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 71.75000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,675,100.00
P & I AMT: 10,913.55 UPB AMT: 1,672,401.32
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 62
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031926777 MORTGAGORS: DELGADO MANUEL
FILARCA JOSEPHINE
REGION CODE ADDRESS : 2445 HERITAGE WAY
01 CITY : UNION CITY
STATE/ZIP : CA 94587
MORTGAGE AMOUNT : 423,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 423,543.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,784.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.99600
----------------------------------------------------------------------------
0 0031926942 MORTGAGORS: CHUNG HARRY
KIM JUDY
REGION CODE ADDRESS : 29031 CATHERWOOD CT
01 CITY : AGOURA
STATE/ZIP : CA 91301
MORTGAGE AMOUNT : 297,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,337.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,905.57 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031926959 MORTGAGORS: OLSON WAYNE
OLSON SUSAN
REGION CODE ADDRESS : 3483 DANIEL CRESCENT DRIVE
01 CITY : BALDWIN HARBOR
STATE/ZIP : NY 11510
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,768.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,953.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 89.23000
----------------------------------------------------------------------------
0 0031927049 MORTGAGORS: ARMAN STEPHEN
ARMAN KATHERINE
REGION CODE ADDRESS : 7911 PASEO TULIPERO
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 321,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,055.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,219.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031927106 MORTGAGORS: LAROSA JOSEPH
LAROSA KATHLEEN
REGION CODE ADDRESS : 206 JERRYANNE COURT
01 CITY : APEX
STATE/ZIP : NC 27502
MORTGAGE AMOUNT : 262,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,100.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,811.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 93.56700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,595,100.00
P & I AMT: 10,674.87 UPB AMT: 1,593,805.32
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 63
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031927122 MORTGAGORS: RISON RICHARD
TOLLEY JOHN
REGION CODE ADDRESS : 840 W. BUCKINGHAM AVE.# 3E
01 CITY : CHICAGO
STATE/ZIP : IL 60610
MORTGAGE AMOUNT : 257,280.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,074.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,733.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031927197 MORTGAGORS: STRUKELJ MARK
STRUKELJ CATHERINE
REGION CODE ADDRESS : 17 SUMMERSIDE
01 CITY : COTO DE CAZA
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 488,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 487,637.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,412.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 78.08000
----------------------------------------------------------------------------
0 0031927338 MORTGAGORS: NEEDLE RONALD
NEEDLE JANICE
REGION CODE ADDRESS : 863 VIA PACHECO
01 CITY : CAMARILLO
STATE/ZIP : CA 93012
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,770.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,862.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.65800
----------------------------------------------------------------------------
0 0031927379 MORTGAGORS: BASTAS NEAL
JACOBS HAROLD
REGION CODE ADDRESS : 82-84 HOLLAND STREET
01 CITY : SOMERVILLE
STATE/ZIP : MA 02144
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 400,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,762.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 72.72700
----------------------------------------------------------------------------
0 0031928252 MORTGAGORS: CHUNG WOO
CHUNG HYUN
REGION CODE ADDRESS : 229 WARREN AVE
01 CITY : FORT LEE
STATE/ZIP : NJ 07024
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 422,816.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,971.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 89.47300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,850,280.00
P & I AMT: 12,742.75 UPB AMT: 1,847,298.70
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 64
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031928260 MORTGAGORS: JOHNSON MARK
JOHNSON REBECCA
REGION CODE ADDRESS : 3467 HERITAGE OAKS DRIVE
01 CITY : HILLIARD
STATE/ZIP : OH 43026
MORTGAGE AMOUNT : 261,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,891.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,759.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 84.98500
----------------------------------------------------------------------------
0 0031928278 MORTGAGORS: GONZALEZ ARTURO
CONDOR CAMILLE
REGION CODE ADDRESS : 3374 CANTON WAY
01 CITY : LOS ANGELES
STATE/ZIP : CA 91604
MORTGAGE AMOUNT : 314,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,354.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,146.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.65000
----------------------------------------------------------------------------
0 0031928542 MORTGAGORS: VICTORIO MYRA
SAN JUAN ALIENA
REGION CODE ADDRESS : 2275 RIVER BEND COURT
01 CITY : SANTA CLARA
STATE/ZIP : CA 95054
MORTGAGE AMOUNT : 247,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,802.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,664.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 88.21400
----------------------------------------------------------------------------
0 0031928781 MORTGAGORS: SCHORK WILLIAM
SCHORK BETSY
REGION CODE ADDRESS : 5387 RENAISSANCE AVENUE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92122
MORTGAGE AMOUNT : 336,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 335,724.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,235.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031928799 MORTGAGORS: BAUMAN GARY
DALY JEANETTA
REGION CODE ADDRESS : 3411 OAK LINKS AVE
01 CITY : HOUSTON
STATE/ZIP : TX 77059
MORTGAGE AMOUNT : 341,680.00 OPTION TO CONVERT :
UNPAID BALANCE : 341,371.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,159.66 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 79.98500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,500,380.00
P & I AMT: 9,964.38 UPB AMT: 1,499,143.94
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 65
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031928807 MORTGAGORS: NEEDELS MICHAEL
REGION CODE ADDRESS : 518 CAMBRIDGE STREET
01 CITY : BELMONT
STATE/ZIP : CA 94002
MORTGAGE AMOUNT : 281,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,245.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,779.28 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 79.85800
----------------------------------------------------------------------------
0 0031928823 MORTGAGORS: MEYER WILLIAM
MEYER ELIZABETH
REGION CODE ADDRESS : 341 CLAIRE PLACE
01 CITY : MENLO PARK
STATE/ZIP : CA 94025
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,740.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,447.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 29.31300
----------------------------------------------------------------------------
0 0031928898 MORTGAGORS: COHEN JESSE
COHEN WENDY
REGION CODE ADDRESS : 10 STONEHENGE DRIVE
01 CITY : LIVINGSTON
STATE/ZIP : NJ 07039
MORTGAGE AMOUNT : 711,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 711,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,910.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 015
LTV : 76.86400
----------------------------------------------------------------------------
0 0031928930 MORTGAGORS: MESSICK MICHAEL
MESSICK KIMBERLY
REGION CODE ADDRESS : 5146 GABRIELLE LANE
01 CITY : ORANGE
STATE/ZIP : CA 92867
MORTGAGE AMOUNT : 620,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 619,438.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,388.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 70.45400
----------------------------------------------------------------------------
0 0031929193 MORTGAGORS: FEARS BRUCE
FEARS BARBARA
REGION CODE ADDRESS : 439 245TH AVENUE SOUTHEAST
01 CITY : REDMOND
STATE/ZIP : WA 98053
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,754.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,995.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 64.37900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,262,500.00
P & I AMT: 15,521.48 UPB AMT: 2,261,178.72
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 66
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031929227 MORTGAGORS: TRULIO JOHN
TRULIO BARBARA
REGION CODE ADDRESS : 20061 CAPE COTTAGE LANE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92646
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,797.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,773.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031929359 MORTGAGORS: YEE PETER
YEE CATHY
REGION CODE ADDRESS : 9 AVIGNON
01 CITY : IRVINE
STATE/ZIP : CA 92606
MORTGAGE AMOUNT : 336,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 335,717.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,207.28 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 64.00000
----------------------------------------------------------------------------
0 0031929482 MORTGAGORS: PALOCHKO MICHAEL
PALOCHKO CATHERINE
REGION CODE ADDRESS : 7828 SITIO TEJO
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 340,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,076.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,093.75 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 94.99000
----------------------------------------------------------------------------
0 0031929516 MORTGAGORS: FOLLINI GILBERT
FOLLINI JESSICA
REGION CODE ADDRESS : 1157 ROSEWOOD WAY
01 CITY : ALAMEDA
STATE/ZIP : CA 94501
MORTGAGE AMOUNT : 246,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,416.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,724.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031929540 MORTGAGORS: GHAEMI IRAJ
HAJALILOU LEILA
REGION CODE ADDRESS : 2155 AVENIDA TORONJA
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 289,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,999.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,782.81 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 79.99400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,472,200.00
P & I AMT: 9,581.76 UPB AMT: 1,470,007.95
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 67
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031929698 MORTGAGORS: SWERDLOW NEAL
DOWNS NANCY
REGION CODE ADDRESS : 9525 LA JOLLA FARMS ROAD,
01 CITY : SAN DIEGO (LA JOLLA)
STATE/ZIP : CA 92037
MORTGAGE AMOUNT : 498,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 497,611.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,397.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 45.27200
----------------------------------------------------------------------------
0 0031929839 MORTGAGORS: LONNECKER WILLIAM
LONNECKER SANDRA
REGION CODE ADDRESS : 16178 MARTINCOIT ROAD
01 CITY : POWAY
STATE/ZIP : CA 92064
MORTGAGE AMOUNT : 287,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,958.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 71.77500
----------------------------------------------------------------------------
0 0031930068 MORTGAGORS: REEVES SAMUEL
REEVES LINDSEY
REGION CODE ADDRESS : 23 WOLCOTT AVENUE
01 CITY : ANDOVER
STATE/ZIP : MA 01845
MORTGAGE AMOUNT : 282,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,757.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,829.05 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031930092 MORTGAGORS: RODE KENNETH
RODE MARIANNE
REGION CODE ADDRESS : 33 CAMBRIDGE AVE
01 CITY : GARDEN CITY
STATE/ZIP : NY 11530
MORTGAGE AMOUNT : 272,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,037.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,857.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031930118 MORTGAGORS: BUSEK ROLAND
BUSEK KIMBERLY
REGION CODE ADDRESS : 6811 154TH PL. SE
01 CITY : SNOHOMISH
STATE/ZIP : WA 98296
MORTGAGE AMOUNT : 266,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,686.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,798.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 89.99200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,606,250.00
P & I AMT: 10,840.20 UPB AMT: 1,605,192.89
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 68
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031930233 MORTGAGORS: BAIK PAN
BAIK JAE
REGION CODE ADDRESS : 4536 WILSHIRE BOULEVARD #103
01 CITY : LOS ANGELES
STATE/ZIP : CA 90010
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,780.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,989.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031930258 MORTGAGORS: MIRE STEPHANIE
REGION CODE ADDRESS : 1515 NORTH HARDING AVENUE
01 CITY : PASADENA AREA
STATE/ZIP : CA 91104
MORTGAGE AMOUNT : 287,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,910.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 88.33800
----------------------------------------------------------------------------
0 0031930464 MORTGAGORS: DONNER LISA
REGION CODE ADDRESS : 2435 EAGLE RUN WAY
01 CITY : WESTON
STATE/ZIP : FL 33327
MORTGAGE AMOUNT : 490,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 489,662.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,552.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.99500
----------------------------------------------------------------------------
0 0031930522 MORTGAGORS: NGUYEN TUAN
NGUYEN MICHI
REGION CODE ADDRESS : 23064 CASS AVENUE
01 CITY : WOODLAND HILLS AREA
STATE/ZIP : CA 91364
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,740.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,189.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 72.22200
----------------------------------------------------------------------------
0 0031930548 MORTGAGORS: SINGER JILL
WEST HARRY
REGION CODE ADDRESS : 56 VINE STREET
01 CITY : LEXINGTON
STATE/ZIP : MA 02173
MORTGAGE AMOUNT : 348,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,257.13 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,738,100.00
P & I AMT: 11,898.80 UPB AMT: 1,737,283.73
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 69
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031930829 MORTGAGORS: AUER STEPHEN
AUER SANDRA
REGION CODE ADDRESS : 2416 CRESTON DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90068
MORTGAGE AMOUNT : 259,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,882.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,702.11 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 60.96400
----------------------------------------------------------------------------
0 0031930837 MORTGAGORS: MELARA ERNESTO
REGION CODE ADDRESS : 1279 BUCKSMOORE COURT
01 CITY : WESTLAKE VILLAGE AREA
STATE/ZIP : CA 91361
MORTGAGE AMOUNT : 284,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,566.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,894.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031930860 MORTGAGORS: DANCEY TERRENCE
REGION CODE ADDRESS : 7 WHITESHORE
01 CITY : NEWPORT COAST AREA
STATE/ZIP : CA 92657
MORTGAGE AMOUNT : 998,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 997,240.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,892.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 015
LTV : 58.87900
----------------------------------------------------------------------------
0 0031930878 MORTGAGORS: SCOTT TIMOTHY
SCOTT EMILY
REGION CODE ADDRESS : 2858 DENVER STREET
01 CITY : SAN DIEGO
STATE/ZIP : CA 92117
MORTGAGE AMOUNT : 290,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,039.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,054.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031930902 MORTGAGORS: FIUME FRANK
FIUME MARIA
REGION CODE ADDRESS : 530 TAYLOR CT,
01 CITY : MARCO ISLAND,
STATE/ZIP : FL 34145
MORTGAGE AMOUNT : 405,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 404,668.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,694.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 61.36300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,237,150.00
P & I AMT: 15,238.70 UPB AMT: 2,235,397.40
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 70
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031930910 MORTGAGORS: SOTO ISMAEL
ETIENNE CORINNE
REGION CODE ADDRESS : 29 PRATT ROAD
01 CITY : SCITUATE
STATE/ZIP : MA 02066
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,541.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,994.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/19
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.61700
----------------------------------------------------------------------------
0 0031930928 MORTGAGORS: GILL HARPRETT
GILL SUREKHA
REGION CODE ADDRESS : 6030 NAPLES TERRACE #110
01 CITY : ALAMEDA
STATE/ZIP : CA 94555
MORTGAGE AMOUNT : 246,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,198.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,639.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031930936 MORTGAGORS: HARRIS RIDGELY
HARRIS CAROLYN
REGION CODE ADDRESS : 2576 EUCLID CRESCENT EAST
01 CITY : UPLAND
STATE/ZIP : CA 91784
MORTGAGE AMOUNT : 295,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,769.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,012.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 65.55500
----------------------------------------------------------------------------
0 0031931058 MORTGAGORS: HARRIS JEFFREY
HARRIS AFSANEH
REGION CODE ADDRESS : 863 PEACH TREE LANE
01 CITY : GLENCOE
STATE/ZIP : IL 60022
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,964.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 66.20600
----------------------------------------------------------------------------
0 0031931082 MORTGAGORS: JULIANO ANTHONY
JULIANO MARGARET
REGION CODE ADDRESS : 2151 DIAMOND COURT
01 CITY : OLDSMAR
STATE/ZIP : FL 34677
MORTGAGE AMOUNT : 284,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,572.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,918.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.98600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,364,200.00
P & I AMT: 9,530.08 UPB AMT: 1,363,081.67
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 71
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031931140 MORTGAGORS: WASCHER ALLAN
WASCHER CINDY
REGION CODE ADDRESS : 8034 NE 148TH LANE
01 CITY : BOTHELL
STATE/ZIP : WA 98011
MORTGAGE AMOUNT : 244,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,823.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,727.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031931199 MORTGAGORS: TYLER JOHN
TYLER SARAH
REGION CODE ADDRESS : 1815 ANZA TRAIL
01 CITY : PALM SPRINGS
STATE/ZIP : CA 92264
MORTGAGE AMOUNT : 404,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 404,168.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,691.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.23200
----------------------------------------------------------------------------
0 0031931215 MORTGAGORS: KRIESEL GREGORY
REGION CODE ADDRESS : 3512 VENTURE DRIVE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92649
MORTGAGE AMOUNT : 722,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 721,490.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,172.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.75000 PRODUCT CODE : 015
LTV : 71.06200
----------------------------------------------------------------------------
0 0031931660 MORTGAGORS: GHARAHBAGHIAN MOSHEN
PARVIZIAN SHAHNAZ
REGION CODE ADDRESS : 11871 ANGELIQUE STREET
01 CITY : SAN DIEGO
STATE/ZIP : CA 92131
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,525.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,783.65 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 68.75000
----------------------------------------------------------------------------
0 0031931876 MORTGAGORS: SMITH RICHARD
SMITH SANDRA
REGION CODE ADDRESS : 17 WAKEFIELD DRIVE
01 CITY : MEDFORD
STATE/ZIP : NJ 08055
MORTGAGE AMOUNT : 277,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,893.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,923,100.00
P & I AMT: 13,268.04 UPB AMT: 1,921,607.37
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 72
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031932049 MORTGAGORS: BARBARIA RUSS
BARBARIA CINDY
REGION CODE ADDRESS : 22869 CHIANTI ROAD
01 CITY : CLOVERDALE
STATE/ZIP : CA 95425
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,745.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,062.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.94100
----------------------------------------------------------------------------
0 0031932114 MORTGAGORS: HEIDER FRANK
HEIDER DONNA
REGION CODE ADDRESS : 21371 VISTA ESTATE
01 CITY : LAKE FOREST
STATE/ZIP : CA 92630
MORTGAGE AMOUNT : 355,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 354,736.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,482.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 71.00000
----------------------------------------------------------------------------
0 0031932528 MORTGAGORS: ZIAYEE ASSADULLAH
ZIAYEE ZARMINA
REGION CODE ADDRESS : 6141 PARSLEY DRIVE
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22310
MORTGAGE AMOUNT : 303,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 302,895.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,991.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.99000
----------------------------------------------------------------------------
0 0031932551 MORTGAGORS: ROMANO ZACHARY
ROMANO MARLA
REGION CODE ADDRESS : 223 JOHNSON ROAD
01 CITY : WHITEHOUSE STATION
STATE/ZIP : NJ 08889
MORTGAGE AMOUNT : 263,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,984.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,751.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031932577 MORTGAGORS: CACCI MICHAEL
REGION CODE ADDRESS : 11 DOVER COURT
01 CITY : SAN CARLOS,
STATE/ZIP : CA 94070
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,663.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,627.72 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 44.44444
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,631,350.00
P & I AMT: 10,914.93 UPB AMT: 1,630,025.95
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 73
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031932585 MORTGAGORS: O'KEEFE CRAIG
MARCUS-O'KEEFE LAURA
REGION CODE ADDRESS : 2332 CLAREMONT AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90027
MORTGAGE AMOUNT : 253,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,461.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,773.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0031932668 MORTGAGORS: LEMUS CARDONA JORGE
LEMUS EDITH
REGION CODE ADDRESS : 823 CALLE LAGASCA
01 CITY : CHULA VISTA
STATE/ZIP : CA 91910
MORTGAGE AMOUNT : 271,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,177.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,805.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.99800
----------------------------------------------------------------------------
0 0031932767 MORTGAGORS: CONRAD CHARLES
CONRAD NANCY
REGION CODE ADDRESS : 6301 PRINCEVILLE CIRCLE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92648
MORTGAGE AMOUNT : 613,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 612,497.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,078.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.21700
----------------------------------------------------------------------------
0 0031932874 MORTGAGORS: PERRY KENNETH
PERRY JULIE
REGION CODE ADDRESS : 1832 KRPAN DRIVE
01 CITY : ROSEVILLE
STATE/ZIP : CA 95747
MORTGAGE AMOUNT : 272,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,837.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,855.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99800
----------------------------------------------------------------------------
0 0031932924 MORTGAGORS: MCCLASKEY DAVID
MCCLASKEY KAREN
REGION CODE ADDRESS : 11405 WEST ROAD
01 CITY : ROSWELL
STATE/ZIP : GA 30075
MORTGAGE AMOUNT : 333,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 333,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,299.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 93.53900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,743,100.00
P & I AMT: 11,813.31 UPB AMT: 1,741,974.59
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 74
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031932957 MORTGAGORS: PENTICO EDWARD
PENTICO PEGGY
REGION CODE ADDRESS : 1065 CALLE ESCARPADA
01 CITY : BONITA
STATE/ZIP : CA 91902
MORTGAGE AMOUNT : 264,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,899.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,824.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0031933088 MORTGAGORS: FALCONE JOSEPH
FALCONE MICHELLE
REGION CODE ADDRESS : 100 CARNOUSTIE WAY
01 CITY : MEDIA
STATE/ZIP : PA 19063
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 400,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,528.27 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 72.72700
----------------------------------------------------------------------------
0 0031933120 MORTGAGORS: WILSON DAVID
DURHAM INTISSAR
REGION CODE ADDRESS : 1248 VIA LANDETA
01 CITY : PALOS VERDES ESTATES
STATE/ZIP : CA 90274
MORTGAGE AMOUNT : 554,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 553,945.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,688.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031933179 MORTGAGORS: ROY DEL
ROY FRANCES
REGION CODE ADDRESS : 413 EAST WALNUT AVENUE
01 CITY : BURBANK
STATE/ZIP : CA 91501
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,122.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0031933211 MORTGAGORS: SMART SELBOURNE
VANRIEL-MOORE ORINTHIA
REGION CODE ADDRESS : 260 NORTH HILLSIDE AVENUE
01 CITY : VALLEY STREAM
STATE/ZIP : NY 11580
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,820.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,826.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 94.44444
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,788,500.00
P & I AMT: 11,989.84 UPB AMT: 1,787,664.62
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 75
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031933310 MORTGAGORS: ORLOWSKI THOMAS
ORLOWSKI OLGA
REGION CODE ADDRESS : 27872 ISELA COURT;
01 CITY : LAGUNA NIGUEL,
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 321,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,355.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,221.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031933336 MORTGAGORS: CHAMBERS SANDRA
REGION CODE ADDRESS : 17280 COOPERHILL DRIVE
01 CITY : MORGAN HILL
STATE/ZIP : CA 95037
MORTGAGE AMOUNT : 436,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 435,699.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,161.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031933450 MORTGAGORS: GILJE KJARTAN
REGION CODE ADDRESS : 1420 32ND AVENUE SOUTH
01 CITY : SEATTLE
STATE/ZIP : WA 98144
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,095.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031933484 MORTGAGORS: ABRAHAMS LIONEL
ABRAHAMS ESTHER
REGION CODE ADDRESS : 1184 TESORO WAY
01 CITY : CORONA
STATE/ZIP : CA 91719
MORTGAGE AMOUNT : 267,630.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,421.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,825.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------------------
0 0031933534 MORTGAGORS: NGUYEN JOE-HUNG
NGUYEN JACK
REGION CODE ADDRESS : 11885 CANDY ROSE WAY
01 CITY : SAN DIEGO
STATE/ZIP : CA 92131
MORTGAGE AMOUNT : 347,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 346,570.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,516.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 94.99300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,687,280.00
P & I AMT: 11,820.28 UPB AMT: 1,686,047.21
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 76
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031933567 MORTGAGORS: KILGORE DAVID
REGION CODE ADDRESS : 2505 ANNIE OAKLEY DRIVE
01 CITY : PARK CITY
STATE/ZIP : UT 84060
MORTGAGE AMOUNT : 324,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,128.45 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031933815 MORTGAGORS: PATERAKIS GEORGE
PATERAKIS JENNIFER
REGION CODE ADDRESS : 270 N.PARK BOULEVARD
01 CITY : GLEN ELLYN
STATE/ZIP : IL 60137
MORTGAGE AMOUNT : 314,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,120.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031934045 MORTGAGORS: ROSENTHAL KERRY
ROSENTHAL TAMMY
REGION CODE ADDRESS : 138 SOUTH ISLAND
01 CITY : GOLDEN BEACH
STATE/ZIP : FL 33160
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,784.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,819.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 36.00000
----------------------------------------------------------------------------
0 0031934201 MORTGAGORS: LEIMAS HENRY
LEIMAS LINDA
REGION CODE ADDRESS : 1110 APPIAN WAY
01 CITY : MORGAN HILL
STATE/ZIP : CA 95037
MORTGAGE AMOUNT : 362,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 362,217.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,472.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 59.42600
----------------------------------------------------------------------------
0 0031934268 MORTGAGORS: PARTEE STANLEY
PARTEE SARA
REGION CODE ADDRESS : 10500 LAST STAND
01 CITY : FRISCO
STATE/ZIP : TX 75035
MORTGAGE AMOUNT : 414,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 414,100.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,933.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,685,700.00
P & I AMT: 11,474.35 UPB AMT: 1,684,901.38
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 77
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031934318 MORTGAGORS: SILVERN LESLIE
SILVERN MARGARET
REGION CODE ADDRESS : 32 BISHOPS LANE
01 CITY : LYNNFIELD
STATE/ZIP : MA 01940
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,017.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031934367 MORTGAGORS: VENDITTI FERDINAND
EHLERS MARY
REGION CODE ADDRESS : 1960 MASSACHUSETTS AVENUE
01 CITY : LEXINGTON
STATE/ZIP : MA 02173
MORTGAGE AMOUNT : 578,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 577,072.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,894.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 64.72500
----------------------------------------------------------------------------
0 0031934458 MORTGAGORS: PUGLIESE PAUL
PUGLIESE TERESITA
REGION CODE ADDRESS : 7811 NARDIAN WAY
01 CITY : LOS ANGELES
STATE/ZIP : CA 90045
MORTGAGE AMOUNT : 293,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,370.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,002.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 74.99300
----------------------------------------------------------------------------
0 0031934599 MORTGAGORS: GOODFELLOW JOHN
BERRY-GOODFELLOW ANNE
REGION CODE ADDRESS : 199 FOX HILL STREET
01 CITY : WESTWOOD
STATE/ZIP : MA 02090
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 340,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,177.06 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 49.01900
----------------------------------------------------------------------------
0 0031934607 MORTGAGORS: PLANCHON BILL
REGION CODE ADDRESS : 29833 SMUGGLERS POINT DRIVE
01 CITY : CANYON LAKE
STATE/ZIP : CA 92587
MORTGAGE AMOUNT : 284,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,833.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,961.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,780,650.00
P & I AMT: 12,053.09 UPB AMT: 1,779,277.64
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 78
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031934615 MORTGAGORS: MEREDITH STEPHANIE
REGION CODE ADDRESS : 1407 IVY HILL ROAD
01 CITY : COCKEYSVILLE
STATE/ZIP : MD 21030
MORTGAGE AMOUNT : 291,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,861.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,936.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.75300
----------------------------------------------------------------------------
0 0031934722 MORTGAGORS: GOODWIN MICHAEL
GOODWIN BETTY
REGION CODE ADDRESS : 4434 PIPER GLEN DRIVE
01 CITY : CHARLOTTE
STATE/ZIP : NC 28277
MORTGAGE AMOUNT : 310,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,289.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,040.09 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 40.07000
----------------------------------------------------------------------------
0 0031934730 MORTGAGORS: DUFFY ROBERT
DUFFY MARIE
REGION CODE ADDRESS : 16405 SUMMER SAGE ROAD
01 CITY : POWAY
STATE/ZIP : CA 92064
MORTGAGE AMOUNT : 282,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,168.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,878.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031934748 MORTGAGORS: KARUNARATNE ESIRI
KARUNARATNE CHANDRIKA
REGION CODE ADDRESS : 11911 BRISTOL MANOR
01 CITY : NORTH BETHESDA
STATE/ZIP : MD 20852
MORTGAGE AMOUNT : 337,080.00 OPTION TO CONVERT :
UNPAID BALANCE : 336,817.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,299.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.90200
----------------------------------------------------------------------------
0 0031934771 MORTGAGORS: FLETCHER HEATHER
FLETCHER MICHAEL
REGION CODE ADDRESS : 3662 CAMINO MARGLESA
01 CITY : ESCONDIDO
STATE/ZIP : CA 92025
MORTGAGE AMOUNT : 244,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,623.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.70900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,465,130.00
P & I AMT: 9,778.42 UPB AMT: 1,464,136.05
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 79
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031934854 MORTGAGORS: MATHEWS MICHAEL
MOLZEN SANDRA
REGION CODE ADDRESS : 524 42ND STREET
01 CITY : SACRAMENTO
STATE/ZIP : CA 95819
MORTGAGE AMOUNT : 308,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,153.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,077.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.21900
----------------------------------------------------------------------------
0 0031935018 MORTGAGORS: PITTS DONALD
PITTS KAY
REGION CODE ADDRESS : 7507 HENNESS CIRCLE
01 CITY : YOSEMITE
STATE/ZIP : CA 95389
MORTGAGE AMOUNT : 355,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 354,743.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,512.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 78.02197
----------------------------------------------------------------------------
0 0031935059 MORTGAGORS: SIMS LILLIAN
SIMS OBIE
REGION CODE ADDRESS : 43 OUTLOOK LANE
01 CITY : FREEHOLD
STATE/ZIP : NJ 07728
MORTGAGE AMOUNT : 290,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,350.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,980.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 69.79500
----------------------------------------------------------------------------
0 0031935380 MORTGAGORS: UNDERWOOD JAMES
MAESTRETTI MONICA
REGION CODE ADDRESS : 5382 ASPENWOOD COURT
01 CITY : CONCORD
STATE/ZIP : CA 94521
MORTGAGE AMOUNT : 329,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,445.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,161.30 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.98900
----------------------------------------------------------------------------
0 0031935398 MORTGAGORS: WETZEL JEFFRY
WETZEL KIMBERLY
REGION CODE ADDRESS : 15643 SUMMER SAGE DRIVE,
01 CITY : POWAY
STATE/ZIP : CA 92064
MORTGAGE AMOUNT : 393,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 393,435.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,652.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,676,500.00
P & I AMT: 11,385.19 UPB AMT: 1,675,127.17
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 80
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031935463 MORTGAGORS: VILAUBI ROBERT
GALLEGOS CHRISTINA
REGION CODE ADDRESS : 1720 SHEFFIELD DRIVE
01 CITY : LA HABRA,
STATE/ZIP : CA 90631
MORTGAGE AMOUNT : 247,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,583.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,684.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0031935828 MORTGAGORS: SKINNER BRUCE
SKINNER PAM
REGION CODE ADDRESS : 222 15TH STREET
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92648
MORTGAGE AMOUNT : 332,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 331,727.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,208.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.23600
----------------------------------------------------------------------------
0 0031936289 MORTGAGORS: GARTENBERG MICHAEL
GARTENBERG MIRIAM
REGION CODE ADDRESS : 297 OGDEN AVENUE
01 CITY : TEANECK
STATE/ZIP : NJ 07666
MORTGAGE AMOUNT : 327,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 327,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,230.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.79500
----------------------------------------------------------------------------
0 0031936354 MORTGAGORS: GOECKELER WILLIAM
GOECKELER SUSAN
REGION CODE ADDRESS : 152 WARSAW ROAD
01 CITY : FRENCHTOWN
STATE/ZIP : NJ 08825
MORTGAGE AMOUNT : 295,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,066.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 73.87500
----------------------------------------------------------------------------
0 0031936388 MORTGAGORS: O'BRIEN NEIL
REGION CODE ADDRESS : 635 DEVONSHIRE FARMS WAY
01 CITY : ALPHARETTA
STATE/ZIP : GA 30004
MORTGAGE AMOUNT : 328,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 327,724.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,154.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,529,500.00
P & I AMT: 10,345.41 UPB AMT: 1,528,535.95
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 81
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031936453 MORTGAGORS: CLARKE J
REGION CODE ADDRESS : 8050 JOVENITA CANYON DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90046
MORTGAGE AMOUNT : 372,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 372,486.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,449.03 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 89.99390
----------------------------------------------------------------------------
0 0031936552 MORTGAGORS: WHITE LORI
REGION CODE ADDRESS : 11 LA TORRE DRIVE
01 CITY : POMONA
STATE/ZIP : CA 91766
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,771.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,072.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031936594 MORTGAGORS: ELWELL MICHAEL
ELWELL KRISTA
REGION CODE ADDRESS : 9 WOODFIELD DR.
01 CITY : EAST WINDSOR
STATE/ZIP : NJ 08520
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,072.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 94.58200
----------------------------------------------------------------------------
0 0031936677 MORTGAGORS: ROBINSON MARK
HUGHES TERESA
REGION CODE ADDRESS : 1250 CANTON AVENUE
01 CITY : MILTON
STATE/ZIP : MA 02186
MORTGAGE AMOUNT : 356,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 355,715.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,398.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031936685 MORTGAGORS: DAVIS F
DAVIS ROBYN
REGION CODE ADDRESS : 1 WALLINGFORD ROAD
01 CITY : MARBLEHEAD
STATE/ZIP : MA 01945
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 425,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,359.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/19
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 61.59420
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,753,800.00
P & I AMT: 12,350.63 UPB AMT: 1,752,973.83
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 82
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031937022 MORTGAGORS: LANDAU THOMAS
LANDAU JUDITH
REGION CODE ADDRESS : 585 LAWN TERRACE
01 CITY : MAMARONECK
STATE/ZIP : NY 10543
MORTGAGE AMOUNT : 374,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 374,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,488.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 55.40700
----------------------------------------------------------------------------
0 0031937089 MORTGAGORS: WOLFE FREDERICK
REGION CODE ADDRESS : 6234 MAJORCA CIRCLE
01 CITY : LONG BEACH
STATE/ZIP : CA 90803
MORTGAGE AMOUNT : 375,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 375,576.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,438.08 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.99500
----------------------------------------------------------------------------
0 0031937360 MORTGAGORS: MCCONNELL RODNEY
MCCONNELL ROBIN
REGION CODE ADDRESS : 929 NORTHWOOD BOULEVARD #98
01 CITY : INCLINE VILLAGE
STATE/ZIP : NV 89450
MORTGAGE AMOUNT : 294,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,753.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,931.38 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.24500
----------------------------------------------------------------------------
0 0031937428 MORTGAGORS: GRAEFF MICHAEL
GRAEFF KELLY
REGION CODE ADDRESS : 27 TALL TIMBER ROAD
01 CITY : MIDDLETOWN
STATE/ZIP : NJ 07748
MORTGAGE AMOUNT : 296,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,180.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,072.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0031937543 MORTGAGORS: CORBISIER ROANN
CORBISIER J
REGION CODE ADDRESS : 13328 317TH AVE NE
01 CITY : DUVALL
STATE/ZIP : WA 98019
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,751.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,600,300.00
P & I AMT: 10,681.85 UPB AMT: 1,599,509.38
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 83
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031937725 MORTGAGORS: BALDWIN GARRY
BALDWIN SUSAN
REGION CODE ADDRESS : 18437 WEST LAKE DESIRE DRIVE
01 CITY : RENTON
STATE/ZIP : WA 98058
MORTGAGE AMOUNT : 303,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 303,363.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,071.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031937816 MORTGAGORS: REDMAN ANTHONY
REDMAN AMY
REGION CODE ADDRESS : 5259 TEESDALE AVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 91607
MORTGAGE AMOUNT : 265,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,302.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,856.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031937899 MORTGAGORS: OUTHOUSE WILLIAM
OUTHOUSE SHARON
REGION CODE ADDRESS : 11458 PALA MESA DRIVE
01 CITY : NORTHRIDGE AREA
STATE/ZIP : CA 91326
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,704.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,395.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031937923 MORTGAGORS: MAGILL JOSEPH
MAGILL BARBARA
REGION CODE ADDRESS : 2 PROSPECT STREET
01 CITY : SOUTH DARTMOUTH
STATE/ZIP : MA 02748
MORTGAGE AMOUNT : 325,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,273.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031937949 MORTGAGORS: BARNETT DENNIS
BARNETT JANET
REGION CODE ADDRESS : 14 GRAY STONE WAY
01 CITY : LAGUNA NIGUEL
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 710,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 710,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,783.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 015
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,964,300.00
P & I AMT: 13,379.85 UPB AMT: 1,963,571.03
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 84
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031937956 MORTGAGORS: BROWN EUGENE
REGION CODE ADDRESS : 24 EUREKA TERRACE
01 CITY : STAMFORD
STATE/ZIP : CT 06902
MORTGAGE AMOUNT : 415,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 415,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,726.25 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.04700
----------------------------------------------------------------------------
0 0031938657 MORTGAGORS: BELLO MARGUERITE
REGION CODE ADDRESS : 7 HERCULES COURT
01 CITY : ALAMEDA
STATE/ZIP : CA 94501
MORTGAGE AMOUNT : 255,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,540.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,701.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.97900
----------------------------------------------------------------------------
0 0031938731 MORTGAGORS: KOKER DESI
KOKER GARY
REGION CODE ADDRESS : 9290 BRIARBERRY LANE
01 CITY : GILROY
STATE/ZIP : CA 95020
MORTGAGE AMOUNT : 309,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,440.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,062.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.99400
----------------------------------------------------------------------------
0 0031938772 MORTGAGORS: NAVARRO HENRY
REGION CODE ADDRESS : 9157 EL VERANO WAY
01 CITY : GILROY
STATE/ZIP : CA 95020
MORTGAGE AMOUNT : 283,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,037.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,030.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 94.96100
----------------------------------------------------------------------------
0 0031938848 MORTGAGORS: FLOWERS ALFRED
FLOWERS IDA
REGION CODE ADDRESS : 436 WOODBROOK RUN
01 CITY : NEWPORT NEWS
STATE/ZIP : VA 23606
MORTGAGE AMOUNT : 245,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,234.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,717.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 94.82600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,509,750.00
P & I AMT: 10,237.84 UPB AMT: 1,508,252.03
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 85
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031939051 MORTGAGORS: HOSKINS MAX
REGION CODE ADDRESS : 13091 SOLINDA
01 CITY : TUSTIN
STATE/ZIP : CA 92782
MORTGAGE AMOUNT : 410,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 409,647.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,659.25 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 78.84600
----------------------------------------------------------------------------
0 0031939077 MORTGAGORS: KLAPPER KATELYN
KLAPPER KEVIN
REGION CODE ADDRESS : 494 HUDSON ROAD
01 CITY : SUDBURY
STATE/ZIP : MA 01776
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,864.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 71.24000
----------------------------------------------------------------------------
0 0031939226 MORTGAGORS: OH JEFFREY
OH ROSEANNE
REGION CODE ADDRESS : 107 FAIRLANE ROAD
01 CITY : LAGUNA NIGUEL
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,703.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,796.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 72.72700
----------------------------------------------------------------------------
0 0031939572 MORTGAGORS: SALCIDO ANDY
REGION CODE ADDRESS : 19609 MILDRED AVENUE
01 CITY : TORRANCE
STATE/ZIP : CA 90503
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,622.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,840.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 65.00000
----------------------------------------------------------------------------
0 0031939580 MORTGAGORS: SASO PETER
REGION CODE ADDRESS : 26882 CALLE REAL
01 CITY : DANA POINT
STATE/ZIP : CA 92624
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,721.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,262.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,680,000.00
P & I AMT: 11,423.24 UPB AMT: 1,678,693.87
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 86
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031939598 MORTGAGORS: THOMPSON DAVID
THOMPSON KRISTEN
REGION CODE ADDRESS : 6781 GAS LIGHT DRIVE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92647
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,760.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,021.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031939630 MORTGAGORS: MALONEY THOMAS
MALONEY LAVONDA
REGION CODE ADDRESS : 27018 PACIFIC TERRACE DRIVE
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92692
MORTGAGE AMOUNT : 371,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 371,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,474.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.99500
----------------------------------------------------------------------------
0 0031939820 MORTGAGORS: ANDERSON STEVE
ANDERSON KATHERINE
REGION CODE ADDRESS : 36 EL VIENTO
01 CITY : PISMO BEACH
STATE/ZIP : CA 93449
MORTGAGE AMOUNT : 396,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 396,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,735.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031939929 MORTGAGORS: SHOBER JOHN
SHOBER ELIZABETH
REGION CODE ADDRESS : 1328 AVALON AVENUE
01 CITY : AVALON
STATE/ZIP : NJ 08202
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 499,609.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,410.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 57.80300
----------------------------------------------------------------------------
0 0031939994 MORTGAGORS: BELL PHILLIP
BELL CATHY
REGION CODE ADDRESS : 13115 VIA SUENA
01 CITY : VALLEY CENTER
STATE/ZIP : CA 92082
MORTGAGE AMOUNT : 308,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 307,329.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,049.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,875,900.00
P & I AMT: 12,690.50 UPB AMT: 1,874,599.54
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 87
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031940141 MORTGAGORS: ROHRBACH TOBY
ROHRBACH POLLY
REGION CODE ADDRESS : 1 CRANEWELL
01 CITY : ALISO VIEJO AREA
STATE/ZIP : CA 92656
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,762.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,929.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 77.33300
----------------------------------------------------------------------------
0 0031940158 MORTGAGORS: WILSON CHARLES
REGION CODE ADDRESS : 465 NORTH LA JOLLA AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90048
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,733.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,417.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 62.50000
----------------------------------------------------------------------------
0 0031940166 MORTGAGORS: JOOS ROBB
JOOS VICKI
REGION CODE ADDRESS : 552 LA PRIMAVERA WAY
01 CITY : GILROY
STATE/ZIP : CA 95020
MORTGAGE AMOUNT : 308,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 307,591.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,947.72 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 94.99700
----------------------------------------------------------------------------
0 0031940182 MORTGAGORS: IVERSON DANIEL
IVERSON JUDITH
REGION CODE ADDRESS : 7821 SITIO TEJO
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,429.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,847.16 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 86.50800
----------------------------------------------------------------------------
0 0031940323 MORTGAGORS: NGUYEN JOSEPH
DO MAI
REGION CODE ADDRESS : 2503 FERNWOOD AVENUE
01 CITY : SAN JOSE
STATE/ZIP : CA 95117
MORTGAGE AMOUNT : 405,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 404,659.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,660.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,653,150.00
P & I AMT: 10,802.19 UPB AMT: 1,651,176.26
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 88
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031940620 MORTGAGORS: EGIDI THOMAS
EGIDI GAIL
REGION CODE ADDRESS : 25665 BUCKHORN DRIVE
01 CITY : CALABASAS
STATE/ZIP : CA 91302
MORTGAGE AMOUNT : 276,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,284.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,886.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0031940893 MORTGAGORS: MITTEL NEUMAN
MITTEL SHAARI
REGION CODE ADDRESS : 309 BUCKMINISTER ROAD
01 CITY : BROOKLINE
STATE/ZIP : MA 02445
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,959.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 41.33300
----------------------------------------------------------------------------
0 0031941008 MORTGAGORS: BORTON DANIEL
VER HALEN JOAN
REGION CODE ADDRESS : 2581 GARDNER PLACE
01 CITY : GLENDALE
STATE/ZIP : CA 91206
MORTGAGE AMOUNT : 340,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 340,520.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,267.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031941081 MORTGAGORS: JACOBS ROBERT
JACOBS RITA
REGION CODE ADDRESS : 3935 FRESHWIND CIRCLE
01 CITY : WESTLAKE VILLAGE
STATE/ZIP : CA 91361
MORTGAGE AMOUNT : 335,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 334,745.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,313.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 60.90900
----------------------------------------------------------------------------
0 0031941123 MORTGAGORS: LIGHTNER DAVID
REGION CODE ADDRESS : 2271 LAUREL CANYON BOULEVARD
01 CITY : LOS ANGELES
STATE/ZIP : CA 90046
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,758.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,114.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 76.54300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,572,300.00
P & I AMT: 10,541.51 UPB AMT: 1,571,308.21
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 89
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031941248 MORTGAGORS: ENGLISH LINDA
NICOLSON NORMA
REGION CODE ADDRESS : 1534 THIRD STREET
01 CITY : MANHATTAN BEACH
STATE/ZIP : CA 90266
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 599,520.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,042.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 71.85600
----------------------------------------------------------------------------
0 0031941438 MORTGAGORS: WILLIAMS DAVID
WILLIAMS SUSAN
REGION CODE ADDRESS : 12145 NIKITA COURT
01 CITY : SAN DIEGO
STATE/ZIP : CA 92131
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,436.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,455.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031941685 MORTGAGORS: MC AVOY BARRY
REGION CODE ADDRESS : 132 GOLD MINE DRIVE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94131
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,967.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,675.17 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 62.19500
----------------------------------------------------------------------------
0 0031941735 MORTGAGORS: GERSHON JACK
REGION CODE ADDRESS : 5648 AZURE BAY
01 CITY : LONG BEACH
STATE/ZIP : CA 90803
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,469.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,920.94 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 63.15700
----------------------------------------------------------------------------
0 0031941925 MORTGAGORS: SILVERBERG LINDA
REGION CODE ADDRESS : 71-056 LOS ALTOS COURT
01 CITY : RANCHO MIRAGE
STATE/ZIP : CA 92270
MORTGAGE AMOUNT : 407,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 407,489.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,816.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 65.24800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,922,800.00
P & I AMT: 12,910.85 UPB AMT: 1,919,882.69
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 90
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031941933 MORTGAGORS: SERR WILLIAM
SERR MARJORIE
REGION CODE ADDRESS : 2857 STROMBOLI ROAD
01 CITY : COSTA MESA
STATE/ZIP : CA 92626
MORTGAGE AMOUNT : 270,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,568.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,986.67 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0031941941 MORTGAGORS: BOURGEOIS ALAN
BOURGEOIS PAMELA
REGION CODE ADDRESS : 69 LEDGEWOOD DRIVE EAST
01 CITY : WESTON
STATE/ZIP : CT 06883
MORTGAGE AMOUNT : 458,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 458,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,008.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 76.33300
----------------------------------------------------------------------------
0 0031941958 MORTGAGORS: CARL GEORGE
CARL MICHELLE
REGION CODE ADDRESS : 1819 COLINA DRIVE
01 CITY : GLENDALE
STATE/ZIP : CA 91208
MORTGAGE AMOUNT : 307,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 307,254.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,071.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 76.87500
----------------------------------------------------------------------------
0 0031942071 MORTGAGORS: SNEVA GARY
SNEVA RONDA
REGION CODE ADDRESS : 16584 HIGHWAY 126
01 CITY : SISTERS
STATE/ZIP : OR 97759
MORTGAGE AMOUNT : 530,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 529,635.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,842.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 59.55000
----------------------------------------------------------------------------
0 0031942147 MORTGAGORS: PANGRAZZI RICHARD
PANGRAZZI JANICE
REGION CODE ADDRESS : 77 MANSFIELD AVENUE
01 CITY : DARIEN
STATE/ZIP : CT 06820
MORTGAGE AMOUNT : 334,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 334,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,194.15 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,900,250.00
P & I AMT: 13,104.11 UPB AMT: 1,899,457.68
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 91
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031942279 MORTGAGORS: ARNOLD JERROL
ARNOLD REBECCA
REGION CODE ADDRESS : 16022 27TH DRIVE SE
01 CITY : MILLCREEK
STATE/ZIP : WA 98012
MORTGAGE AMOUNT : 279,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,365.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,836.77 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 86.03000
----------------------------------------------------------------------------
0 0031942386 MORTGAGORS: CASTORINA JOSEPH
CASTORINA FRAN
REGION CODE ADDRESS : 3070 STRAWBERRY HILL ROAD
01 CITY : PEBBLE BEACH
STATE/ZIP : CA 93953
MORTGAGE AMOUNT : 314,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 313,755.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,142.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 43.91600
----------------------------------------------------------------------------
0 0031942428 MORTGAGORS: BROWNING MARK
BROWNING BRENDA
REGION CODE ADDRESS : 3006 WOOD TRAIL
01 CITY : FLOWER MOUND
STATE/ZIP : TX 75028
MORTGAGE AMOUNT : 253,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,704.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 94.99500
----------------------------------------------------------------------------
0 0031942451 MORTGAGORS: STELEA STELICA
STELEA ELENA
REGION CODE ADDRESS : 19846 CAPRICE DRIVE
01 CITY : YORBA LINDA
STATE/ZIP : CA 92886
MORTGAGE AMOUNT : 288,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,513.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,921.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031942543 MORTGAGORS: MACDONALD STEVEN
REGION CODE ADDRESS : 10607 MARINE VIEW DRIVE SOUTHWEST
01 CITY : SEATTLE
STATE/ZIP : WA 98146
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,704.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,395.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 60.50400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,495,350.00
P & I AMT: 9,999.47 UPB AMT: 1,494,338.37
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 92
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031942634 MORTGAGORS: SPURGIN WILLIAM
SPURGIN DAISY
REGION CODE ADDRESS : 414 22ND STREET
01 CITY : SANTA MONICA
STATE/ZIP : CA 90402
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 499,547.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,160.34 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 29.41100
----------------------------------------------------------------------------
0 0031942659 MORTGAGORS: HASSAN MIR
HASSAN ANJUM
REGION CODE ADDRESS : 11752 MARIPOSA BAY LANE
01 CITY : NORTHRIDGE
STATE/ZIP : CA 91326
MORTGAGE AMOUNT : 455,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 454,645.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,103.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.13000
----------------------------------------------------------------------------
0 0031942675 MORTGAGORS: SABET ALEXANDER
REGION CODE ADDRESS : 7420 CAPSTAN DRIVE
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,703.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,796.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 77.83400
----------------------------------------------------------------------------
0 0031942782 MORTGAGORS: SAVATTONE JAMES
REGION CODE ADDRESS : 1885 DAY VALLEY ROAD
01 CITY : APTOS
STATE/ZIP : CA 95003
MORTGAGE AMOUNT : 324,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,182.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.34800
----------------------------------------------------------------------------
0 0031942816 MORTGAGORS: SOBIN ALAN
SOBIN THERESA
REGION CODE ADDRESS : 7469 HENEFER AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90045
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,762.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,154.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,991,000.00
P & I AMT: 13,398.86 UPB AMT: 1,989,658.78
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 93
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031943004 MORTGAGORS: SUTTON ANTHONY
SUTTON SHARON
REGION CODE ADDRESS : 19 COLONIAL WAY
01 CITY : MILLBURN TOWNSHIP
STATE/ZIP : NJ 07078
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 360,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,486.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031943012 MORTGAGORS: WANG PEI
ZHANG LI
REGION CODE ADDRESS : 3283 RISING STAR AVENUE
01 CITY : SIMI VALLEY
STATE/ZIP : CA 93063
MORTGAGE AMOUNT : 305,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 304,806.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,055.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.99100
----------------------------------------------------------------------------
0 0031943046 MORTGAGORS: GARLAND TERRILL
GARLAND CATHY
REGION CODE ADDRESS : 40 WILLOW GATE RISE
01 CITY : HOLLISTON
STATE/ZIP : MA 01746
MORTGAGE AMOUNT : 305,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,003.63 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 88.02300
----------------------------------------------------------------------------
0 0031943186 MORTGAGORS: WENTZ GEORGE
WENTZ KRISTINE
REGION CODE ADDRESS : 205 KAVENISH DRIVE
01 CITY : RANCHO MIRAGE
STATE/ZIP : CA 92270
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,804.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,845.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031943467 MORTGAGORS: FUNTALL MANUEL
FUNTALL JOYCE
REGION CODE ADDRESS : 1312 CORTE DE LAS PIEDRAS
01 CITY : EL CAJON
STATE/ZIP : CA 92109
MORTGAGE AMOUNT : 525,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 525,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,492.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.91600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,759,050.00
P & I AMT: 11,884.02 UPB AMT: 1,758,610.12
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 94
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031943582 MORTGAGORS: HOPPER ALBERT
HOPPER JANET
REGION CODE ADDRESS : 249 OLD FARMS WEST
01 CITY : MIDDLETOWN
STATE/ZIP : CT 06457
MORTGAGE AMOUNT : 266,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,247.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,840.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.99400
----------------------------------------------------------------------------
0 0031943772 MORTGAGORS: WINSLOW TERENCE
WINSLOW PATRICIA
REGION CODE ADDRESS : 827 TOPAZ DRIVE
01 CITY : WESTCHESTER
STATE/ZIP : PA 19382
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,724.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,997.78 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 73.84500
----------------------------------------------------------------------------
0 0031943780 MORTGAGORS: DUNST KIRK
DUNST ANGELA
REGION CODE ADDRESS : 3813 MARSH ROAD
01 CITY : BOOTHWYN
STATE/ZIP : PA 19061
MORTGAGE AMOUNT : 280,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,591.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,963.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 94.99600
----------------------------------------------------------------------------
0 0031943814 MORTGAGORS: DOSIK MARC
DOSIK JILL
REGION CODE ADDRESS : 2504 SAINT GEORGE WAY
01 CITY : BROOKEVILLE
STATE/ZIP : MD 20833
MORTGAGE AMOUNT : 264,760.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,542.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,761.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.99700
----------------------------------------------------------------------------
0 0031943939 MORTGAGORS: PIERCE LAWRENCE
PIERCE VIVIAN
REGION CODE ADDRESS : 9781 MARKY WAY
01 CITY : LA MESA
STATE/ZIP : CA 91941
MORTGAGE AMOUNT : 305,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,461.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,085.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 73.66200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,429,710.00
P & I AMT: 9,648.36 UPB AMT: 1,428,568.07
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 95
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031943954 MORTGAGORS: YOUNGS GERALD
EDINGTON DEENA
REGION CODE ADDRESS : 464 BUFFALO COURT
01 CITY : WEST NEW YORK
STATE/ZIP : NJ 07093
MORTGAGE AMOUNT : 373,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 373,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,582.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.99800
----------------------------------------------------------------------------
0 0031943962 MORTGAGORS: HART THURMAN
HART VICTORIA
REGION CODE ADDRESS : 18589 SANTA ANDREA STREET
01 CITY : FOUNTAIN VALLEY
STATE/ZIP : CA 92708
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,994.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031944192 MORTGAGORS: NICHOLS WESLEY
NICHOLS CATHERINE
REGION CODE ADDRESS : 2179 AVENIDA TORONJA
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 288,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,200.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,777.89 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 79.98800
----------------------------------------------------------------------------
0 0031944200 MORTGAGORS: BUTLER JACK
BUTLER THERESA
REGION CODE ADDRESS : 7866 VIA COSCOJA
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 298,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,805.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,085.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------------------
0 0031944259 MORTGAGORS: BARRICK ROBERT
YOUNG-BARRICK CAROL
REGION CODE ADDRESS : 4001 HUMMINGBIRD WAY
01 CITY : CLAYTON
STATE/ZIP : CA 94517
MORTGAGE AMOUNT : 319,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,399.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,182.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 89.61900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,576,800.00
P & I AMT: 10,622.24 UPB AMT: 1,575,305.90
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 96
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031944317 MORTGAGORS: LEE EVAN
LEE LAURA
REGION CODE ADDRESS : 112 FREESIA COURT
01 CITY : DANVILLE
STATE/ZIP : CA 94506
MORTGAGE AMOUNT : 286,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,529.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,902.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 71.04000
----------------------------------------------------------------------------
0 0031944325 MORTGAGORS: WARDE THOMAS
WARDE ANNE
REGION CODE ADDRESS : 20881 NATIONAL LANE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92646
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,044.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031944606 MORTGAGORS: LANG CHI-I
SUN GRACE
REGION CODE ADDRESS : 1262 REMBRANDT DRIVE
01 CITY : SUNNYVALE
STATE/ZIP : CA 94087
MORTGAGE AMOUNT : 359,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 358,068.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,450.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 77.24700
----------------------------------------------------------------------------
0 0031944663 MORTGAGORS: ALEXANDER MA LIEH
CHAI MA LING
REGION CODE ADDRESS : 18837 CHESSINGTON PLACE
01 CITY : ROWLAND HEIGHTS AREA
STATE/ZIP : CA 91748
MORTGAGE AMOUNT : 460,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 459,816.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,256.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------------------
0 0031944986 MORTGAGORS: MALINAS PHILIP
MALINAS BARBARA
REGION CODE ADDRESS : 749 SKYLINE ROAD
01 CITY : VENTURA
STATE/ZIP : CA 93003
MORTGAGE AMOUNT : 271,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,788.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,848.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 77.42800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,672,350.00
P & I AMT: 11,503.17 UPB AMT: 1,670,204.24
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 97
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031945082 MORTGAGORS: JOHNSON WARD
MIRIELLO BARBARA
REGION CODE ADDRESS : 5034 WESTMINSTER TERRACE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92116
MORTGAGE AMOUNT : 295,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,796.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,138.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 76.62300
----------------------------------------------------------------------------
0 0031945090 MORTGAGORS: BLANTON BILLY
BLANTON PAMELA
REGION CODE ADDRESS : 8725 SOUTH BAY DRIVE
01 CITY : ORLANDO
STATE/ZIP : FL 32819
MORTGAGE AMOUNT : 278,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,543.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,949.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.81900
----------------------------------------------------------------------------
0 0031945207 MORTGAGORS: DELEO MICHAEL
DELEO MAUREEN
REGION CODE ADDRESS : 23 STONEYMEADE WAY
01 CITY : ACTON
STATE/ZIP : MA 01720
MORTGAGE AMOUNT : 471,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 470,841.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,254.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031945223 MORTGAGORS: KOROSTOFF DOROTHY
REGION CODE ADDRESS : 2456 GANESHA AVENUE
01 CITY : ALTADENA
STATE/ZIP : CA 91001
MORTGAGE AMOUNT : 345,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 344,730.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,353.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 76.66600
----------------------------------------------------------------------------
0 0031945264 MORTGAGORS: MICHELETTI JOSEPH
MICHELETTI KATHY
REGION CODE ADDRESS : 14 DONNA DRIVE
01 CITY : UPPER BROOKVILLE
STATE/ZIP : NY 11545
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 649,492.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,434.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.58100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,039,950.00
P & I AMT: 14,130.13 UPB AMT: 2,038,405.38
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 98
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031945330 MORTGAGORS: WAMPLER JENNIFER
WAMPLER DAVID
REGION CODE ADDRESS : 2279 STRATFORD AVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95124
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,778.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,796.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031945405 MORTGAGORS: EDWARDS BRIAN
REGION CODE ADDRESS : 21885 YBARRA ROAD
01 CITY : WOODLAND HILLS
STATE/ZIP : CA 91364
MORTGAGE AMOUNT : 270,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,538.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,847.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0031945611 MORTGAGORS: LEBLANC RICHARD
LEBLANC LINDA
REGION CODE ADDRESS : 151-245TH PLACE SOUTHEAST
01 CITY : REDMOND
STATE/ZIP : WA 98052
MORTGAGE AMOUNT : 355,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 354,801.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,332.75 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.97900
----------------------------------------------------------------------------
0 0031945629 MORTGAGORS: BABA TIMOTHY
BABA LINDA
REGION CODE ADDRESS : 41 FOXCROFT ROAD
01 CITY : WINCHESTER
STATE/ZIP : MA 01890
MORTGAGE AMOUNT : 393,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 393,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,747.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.39300
----------------------------------------------------------------------------
0 0031945678 MORTGAGORS: ROE RICHARD
DAVID-ROE LAURIE
REGION CODE ADDRESS : 1152 AQUILLA DRIVE
01 CITY : LANCASTER
STATE/ZIP : PA 17601
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,785.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,875.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.57100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,563,850.00
P & I AMT: 10,599.98 UPB AMT: 1,562,904.61
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 99
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031945702 MORTGAGORS: MCELROY KURTIS
MCELROY LISA
REGION CODE ADDRESS : 2346 NORTH SPRINGWINDS LANE
01 CITY : ORANGE
STATE/ZIP : CA 92867
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 424,634.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,791.95 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.56100
----------------------------------------------------------------------------
0 0031945751 MORTGAGORS: SANDERS JEROME
SANDERS JANESE
REGION CODE ADDRESS : 7140 CHARLANDA CT
01 CITY : MOBILE
STATE/ZIP : AL 36695
MORTGAGE AMOUNT : 265,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,163.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,767.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031945827 MORTGAGORS: PFLUEGER GARY
PFLUEGER VALERIE
REGION CODE ADDRESS : 9550 CENTRAL AVENUE
01 CITY : BEN LOMOND
STATE/ZIP : CA 95005
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,775.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,194.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 72.09300
----------------------------------------------------------------------------
0 0031945892 MORTGAGORS: RYEL KATHLEEN
RYEL JAMES
REGION CODE ADDRESS : 23204 HUBER AVENUE
01 CITY : TORRANCE
STATE/ZIP : CA 90501
MORTGAGE AMOUNT : 316,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 316,240.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,105.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 66.63100
----------------------------------------------------------------------------
0 0031946015 MORTGAGORS: HUDDLESTON WILL
MCANINCH ELIZABETH
REGION CODE ADDRESS : 3624-3626 20TH STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94110
MORTGAGE AMOUNT : 341,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 340,753.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,413.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 57.31000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,658,100.00
P & I AMT: 11,272.43 UPB AMT: 1,656,567.58
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 100
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031946114 MORTGAGORS: KUPRIENKO EDWIN
KUPRIENKO WANDA
REGION CODE ADDRESS : 5 HONEYMAN ROAD
01 CITY : BASKING RIDGE
STATE/ZIP : NJ 07920
MORTGAGE AMOUNT : 299,655.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,409.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,993.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031946122 MORTGAGORS: KESACK CRAIG
KESACK ANDREA
REGION CODE ADDRESS : 1253 APPALACHIAN ROAD
01 CITY : TREVOSE
STATE/ZIP : PA 19002
MORTGAGE AMOUNT : 318,204.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,923.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,037.50 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031946569 MORTGAGORS: CHENG CHARLIE
REGION CODE ADDRESS : 14239 229TH AVE NE
01 CITY : WOODENVILLE
STATE/ZIP : WA 98072
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,744.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,155.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.29400
----------------------------------------------------------------------------
0 0031946601 MORTGAGORS: LONG MICHAEL
LONG REBECCA
REGION CODE ADDRESS : 2422 SAINT GEORGE WAY
01 CITY : BROOKEVILLE
STATE/ZIP : MD 20833
MORTGAGE AMOUNT : 296,160.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,898.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,896.35 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 79.93522
----------------------------------------------------------------------------
0 0031946619 MORTGAGORS: CHARTRAND ANDRE
CHARTRAND LISA
REGION CODE ADDRESS : 1348 CARLTON PLACE
01 CITY : LIVERMORE
STATE/ZIP : CA 94550
MORTGAGE AMOUNT : 490,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 490,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,342.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.03200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,724,019.00
P & I AMT: 11,426.03 UPB AMT: 1,722,975.42
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 101
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031946668 MORTGAGORS: RYDER OSCAR
BRYAN-RYDER STEPHANIE
REGION CODE ADDRESS : 5306 SPLIT CREEK COURT
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22312
MORTGAGE AMOUNT : 247,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,286.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,605.29 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.99612
----------------------------------------------------------------------------
0 0031946676 MORTGAGORS: COOK DAVID
COOK KELLY
REGION CODE ADDRESS : 1715 GRANGER AVENUE
01 CITY : LOS ALTOS
STATE/ZIP : CA 94024
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 379,696.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,560.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 51.35100
----------------------------------------------------------------------------
0 0031946767 MORTGAGORS: MARTIN BRUCE
CLOSWAY LYNN
REGION CODE ADDRESS : 7627 SHOOTING STAR
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85262
MORTGAGE AMOUNT : 378,470.00 OPTION TO CONVERT :
UNPAID BALANCE : 377,834.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,581.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.34300
----------------------------------------------------------------------------
0 0031946999 MORTGAGORS: SCHEID PETER
SCHEID DIANA
REGION CODE ADDRESS : 705 LA LEITA CIRCLE
01 CITY : SACRAMENTO
STATE/ZIP : CA 95864
MORTGAGE AMOUNT : 297,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,253.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,280.41 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/18
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.20000
----------------------------------------------------------------------------
0 0031947013 MORTGAGORS: FENSKE REINER
FENSKE CAROLINE
REGION CODE ADDRESS : 4 CHARLESGATE EAST #801
01 CITY : BOSTON
STATE/ZIP : MA 02115
MORTGAGE AMOUNT : 270,240.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,240.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,866.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 76.05900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,573,210.00
P & I AMT: 10,894.15 UPB AMT: 1,570,310.77
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 102
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031947369 MORTGAGORS: LEWIN BARBARA
LEWIN KERRY
REGION CODE ADDRESS : 27723 N. HEARTWOOD CT
01 CITY : VALENCIA AREA
STATE/ZIP : CA 91354
MORTGAGE AMOUNT : 259,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,677.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,679.87 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 78.24700
----------------------------------------------------------------------------
0 0031947484 MORTGAGORS: MONEYMAKER PATRICK
MONEYMAKER CAROL
REGION CODE ADDRESS : 15371 MIDLAND ROAD
01 CITY : POWAY
STATE/ZIP : CA 92064
MORTGAGE AMOUNT : 496,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 495,583.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,258.37 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031947971 MORTGAGORS: PETERSON SCOTT
PETERSON ABBY
REGION CODE ADDRESS : 5811 WEDGEWOOD DRIVE
01 CITY : GRANITE BAY
STATE/ZIP : CA 95746
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 450,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,993.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 77.58600
----------------------------------------------------------------------------
0 0031948128 MORTGAGORS: WOOLSEY RICHARD
WOOLSEY HEIDI
REGION CODE ADDRESS : 3521 BUENA CREEK ROAD
01 CITY : VISTA
STATE/ZIP : CA 92084
MORTGAGE AMOUNT : 273,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,275.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,819.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.11900
----------------------------------------------------------------------------
0 0031948201 MORTGAGORS: PERL GARETH
PERL MARILYN
REGION CODE ADDRESS : 5074 STERLING GROVE LANE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92122
MORTGAGE AMOUNT : 444,595.00 OPTION TO CONVERT :
UNPAID BALANCE : 444,256.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,070.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,923,095.00
P & I AMT: 12,822.42 UPB AMT: 1,921,792.83
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 103
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031948326 MORTGAGORS: CRUZ AIDA
CRUZ SAMUEL
REGION CODE ADDRESS : 8170 EAST MORNING SUN LANE
01 CITY : ANAHEIM
STATE/ZIP : CA 92808
MORTGAGE AMOUNT : 368,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 367,726.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,573.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031948359 MORTGAGORS: TU KING-NING
TU CHING
REGION CODE ADDRESS : 11500 SUNSET BOULEVARD
01 CITY : LOS ANGELES
STATE/ZIP : CA 90049
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 599,457.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,792.41 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------------------
0 0031948383 MORTGAGORS: ADKISSON DARRELL
ADKISSON SUSAN
REGION CODE ADDRESS : 2612 TETON STONE RUN
01 CITY : ORLANDO
STATE/ZIP : FL 32828
MORTGAGE AMOUNT : 249,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,705.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,704.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 94.86210
----------------------------------------------------------------------------
0 0031948409 MORTGAGORS: ANDERSON RANDAL
ANDERSON TINA
REGION CODE ADDRESS : 4327 LARKSPUR STREET
01 CITY : SAN LUIS OBISPO
STATE/ZIP : CA 93401
MORTGAGE AMOUNT : 298,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,060.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.98900
----------------------------------------------------------------------------
0 0031948433 MORTGAGORS: MOGENSEN ERIC
CURTIS TERRI
REGION CODE ADDRESS : 12300 VIA RONCOLE
01 CITY : SARATOGA
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 520,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 519,584.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,503.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 63.80300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,036,200.00
P & I AMT: 13,633.90 UPB AMT: 2,034,773.69
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 104
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031948458 MORTGAGORS: LICOSATI DAVID
LICOSATI ELIZABETH
REGION CODE ADDRESS : 1378 STONERIDGE CIRCLE,
01 CITY : ESCONDIDO,
STATE/ZIP : CA 92029
MORTGAGE AMOUNT : 302,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,596.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,085.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 71.05882
----------------------------------------------------------------------------
0 0031948474 MORTGAGORS: CHATTERJEE JYOTI
CHATTERJEE MOHUA
REGION CODE ADDRESS : 742 SOUTH ROCK GARDEN CIRCLE
01 CITY : ANAHEIM
STATE/ZIP : CA 92808
MORTGAGE AMOUNT : 416,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 415,691.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,908.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 69.33300
----------------------------------------------------------------------------
0 0031948516 MORTGAGORS: NETTAR DEEPAK
NETTAR PRAMILA
REGION CODE ADDRESS : 1063 MICRO COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 550,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 549,591.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,845.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 73.33300
----------------------------------------------------------------------------
0 0031948532 MORTGAGORS: CHIOU KUEN-YUAN
LIN BANQ-JU
REGION CODE ADDRESS : 1137 ALDERBROOK LANE
01 CITY : SAN JOSE
STATE/ZIP : CA 95129
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 419,672.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,865.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0031948615 MORTGAGORS: DOUCET ROBERTA
REGION CODE ADDRESS : 10406 NORTHVALE ROAD
01 CITY : LOS ANGELES
STATE/ZIP : CA 90064
MORTGAGE AMOUNT : 485,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 484,630.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,349.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 67.36100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,173,000.00
P & I AMT: 15,055.17 UPB AMT: 2,171,182.44
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 105
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031948631 MORTGAGORS: POZZUOLI VINCENT
REGION CODE ADDRESS : 523 WEST BALBOA BOULEVARD
01 CITY : NEWPORT BEACH
STATE/ZIP : CA 92661
MORTGAGE AMOUNT : 393,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 393,427.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,619.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031948649 MORTGAGORS: AUFFENBERG FRANCIS
AUFFENBERG JOSEPHINE
REGION CODE ADDRESS : 16 HUNTLEIGH WOODS
01 CITY : SAINT LOUIS
STATE/ZIP : MO 63131
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 379,688.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,528.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 47.50000
----------------------------------------------------------------------------
0 0031948813 MORTGAGORS: WILSON MARYBETH
REGION CODE ADDRESS : 7 NAPOLITOS WAY
01 CITY : ALISIO VIEJO AREA
STATE/ZIP : CA 92656
MORTGAGE AMOUNT : 266,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,381.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,773.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 94.97100
----------------------------------------------------------------------------
0 0031948862 MORTGAGORS: UPTON GEORGE
UPTON FRANCES
REGION CODE ADDRESS : 917 HILLCREST ST
01 CITY : EL SEGUNDO
STATE/ZIP : CA 90245
MORTGAGE AMOUNT : 318,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,763.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,223.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 78.51800
----------------------------------------------------------------------------
0 0031948896 MORTGAGORS: ROSEN BERNARD
ALTMEYER FELICIA
REGION CODE ADDRESS : 5011 NOELINE AVENUE
01 CITY : ENCINO
STATE/ZIP : CA 91436
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 439,673.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,076.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 76.52100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,798,350.00
P & I AMT: 12,221.54 UPB AMT: 1,796,934.67
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 106
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031948979 MORTGAGORS: PURCELL DEREK
REGION CODE ADDRESS : 535 ALISO AVENUE
01 CITY : NEWPORT BEACH
STATE/ZIP : CA 92663
MORTGAGE AMOUNT : 348,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,257.12 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031949050 MORTGAGORS: DALAL HITEN
DALAL LEENA
REGION CODE ADDRESS : 13728 BEACH STREET
01 CITY : CERRITOS
STATE/ZIP : CA 90703
MORTGAGE AMOUNT : 261,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,780.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,714.58 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031949183 MORTGAGORS: BERNIER ROGER
BERNIER GINA
REGION CODE ADDRESS : 104 DISTILLERY ROAD
01 CITY : WHITEHOUSE STATION
STATE/ZIP : NJ 08889
MORTGAGE AMOUNT : 273,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,913.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031949456 MORTGAGORS: ENGEL DAVID
ROANE-ENGEL MARTHA
REGION CODE ADDRESS : 2844 AVENIDA VALERA
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 263,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,904.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,839.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 72.67900
----------------------------------------------------------------------------
0 0031949555 MORTGAGORS: WACLAWSKI ANTHONY
WACLAWSKI DIANNA
REGION CODE ADDRESS : 79 FIELDCREST AVENUE
01 CITY : MONTGOMERY TOWNSHIP
STATE/ZIP : NJ 08558
MORTGAGE AMOUNT : 304,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 304,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,022.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,449,700.00
P & I AMT: 9,746.91 UPB AMT: 1,449,285.48
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 107
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031949597 MORTGAGORS: DEAN LARRY
DEAN LESLIE
REGION CODE ADDRESS : 1044 5TH STREET UNIT # 102
01 CITY : SANTA MONICA
STATE/ZIP : CA 90403
MORTGAGE AMOUNT : 355,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 354,729.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,451.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 78.02100
----------------------------------------------------------------------------
0 0031949613 MORTGAGORS: OJA BRUCE
OJA RITA
REGION CODE ADDRESS : 3906 AMERICE COURT
01 CITY : OCEANSIDE
STATE/ZIP : CA 92056
MORTGAGE AMOUNT : 247,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,691.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,628.53 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.99300
----------------------------------------------------------------------------
0 0031949621 MORTGAGORS: VU HA
NGUYEN MAI
REGION CODE ADDRESS : 5910 EXETER COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95138
MORTGAGE AMOUNT : 402,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 402,261.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,644.80 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 66.81048
----------------------------------------------------------------------------
0 0031949696 MORTGAGORS: BEAUCHAMP EDGAR
BEAUCHAMP GLORIA
REGION CODE ADDRESS : 2516 AMHERST STREET
01 CITY : LA VERNE
STATE/ZIP : CA 91750
MORTGAGE AMOUNT : 251,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,103.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,714.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 86.65500
----------------------------------------------------------------------------
0 0031949845 MORTGAGORS: KLINZING KEVIN
KLINZING SHELLY
REGION CODE ADDRESS : 1044 SOUTH BURLWOOD DRIVE
01 CITY : ANAHEIM
STATE/ZIP : CA 92807
MORTGAGE AMOUNT : 253,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,407.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,751.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,510,400.00
P & I AMT: 10,191.09 UPB AMT: 1,509,194.35
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 108
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031949852 MORTGAGORS: SUBECK ALAN
SUBECK JANE
REGION CODE ADDRESS : 27609 FAWNSKIN DRIVE
01 CITY : RANCO PALOS VERDES
STATE/ZIP : CA 90275
MORTGAGE AMOUNT : 428,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 427,657.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,883.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031949985 MORTGAGORS: QUACKENBOSS RICHARD
QUACKENBOSS TRACEY
REGION CODE ADDRESS : 241 NORTH ROAD
01 CITY : KINNELON BORO OF
STATE/ZIP : NJ 07405
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,995.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 66.66600
----------------------------------------------------------------------------
0 0031950124 MORTGAGORS: CONNELL RICHARD
REGION CODE ADDRESS : 17208 NORTH 79TH STREET
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85255
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 360,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,579.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031950215 MORTGAGORS: LEE JONATHAN
LEE ALISON
REGION CODE ADDRESS : 4280 PILON POINT
01 CITY : SAN DIEGO
STATE/ZIP : CA 92130
MORTGAGE AMOUNT : 303,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 303,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,047.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.99400
----------------------------------------------------------------------------
0 0031950223 MORTGAGORS: CENDEJAS LARRY
CENDEJAS WENDY
REGION CODE ADDRESS : 1020 RASHFORD DRIVE
01 CITY : PLACENTIA
STATE/ZIP : CA 92870
MORTGAGE AMOUNT : 291,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,266.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,963.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.99400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,683,400.00
P & I AMT: 11,469.84 UPB AMT: 1,682,824.62
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 109
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031950231 MORTGAGORS: KAM JOEL
KAM CASSIE
REGION CODE ADDRESS : 10619 ASHTON AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90024
MORTGAGE AMOUNT : 405,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 404,691.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,797.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------------------
0 0031950298 MORTGAGORS: LIN HWA-CHUNG
TZENG CHEN-FEN
REGION CODE ADDRESS : 1527 DYKE ROAD
01 CITY : SAN MARINO
STATE/ZIP : CA 91108
MORTGAGE AMOUNT : 338,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 337,701.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,164.26 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 65.00000
----------------------------------------------------------------------------
0 0031950322 MORTGAGORS: GEE BRADFORD
GEE STEFFI
REGION CODE ADDRESS : 1704 GOODMAN AVENUE
01 CITY : REDONDO BEACH
STATE/ZIP : CA 90278
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,789.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,985.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 78.88800
----------------------------------------------------------------------------
0 0031950355 MORTGAGORS: BERRYMAN KENNETH
REGION CODE ADDRESS : 20705 LADEENE AVENUE
01 CITY : TORRANCE
STATE/ZIP : CA 90503
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,768.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,953.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 78.37800
----------------------------------------------------------------------------
0 0031950371 MORTGAGORS: ESTRADA DANNY
REGION CODE ADDRESS : 993 WOODGROVE LANE
01 CITY : SAN JOSE
STATE/ZIP : CA 95136
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,918.23 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.78100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,609,000.00
P & I AMT: 10,819.29 UPB AMT: 1,607,950.92
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 110
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031950439 MORTGAGORS: WILSON BRUCE
WILSON MARILYNN
REGION CODE ADDRESS : 3461 BLUEBERRY LANE
01 CITY : GRAPEVINE
STATE/ZIP : TX 76051
MORTGAGE AMOUNT : 270,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,189.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,844.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 62.88300
----------------------------------------------------------------------------
0 0031950470 MORTGAGORS: WELTER ILISE
WELTER ROBERT
REGION CODE ADDRESS : 5212 CALLE DE ARBOLES
01 CITY : TORRANCE
STATE/ZIP : CA 90505
MORTGAGE AMOUNT : 316,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,734.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,075.90 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 68.69500
----------------------------------------------------------------------------
0 0031950496 MORTGAGORS: HO DANIEL
WONG HO TERESA
REGION CODE ADDRESS : 10524 ASHTON AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90024
MORTGAGE AMOUNT : 295,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,864.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,988.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 45.40000
----------------------------------------------------------------------------
0 0031950504 MORTGAGORS: MCENTIRE NORMAN
MCENTIRE SHARON
REGION CODE ADDRESS : 17172 PATINA STREET
01 CITY : SAN DIEGO
STATE/ZIP : CA 92127
MORTGAGE AMOUNT : 375,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 375,292.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,498.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 89.98400
----------------------------------------------------------------------------
0 0031950520 MORTGAGORS: SAUL JON
SAUL PAMELA
REGION CODE ADDRESS : 5733 GREEN MEADOW DRIVE
01 CITY : AGOURA HILLS,
STATE/ZIP : CA 91360
MORTGAGE AMOUNT : 401,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 400,637.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,534.59 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 78.62700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,658,100.00
P & I AMT: 10,942.11 UPB AMT: 1,656,717.22
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 111
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031950538 MORTGAGORS: AVERILL WILLIAM
AVERILL MICHELE
REGION CODE ADDRESS : 2425 VIA PACHECO
01 CITY : PALOS VERDES ESTATES
STATE/ZIP : CA 90274
MORTGAGE AMOUNT : 506,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 505,724.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,325.05 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.79000
----------------------------------------------------------------------------
0 0031950546 MORTGAGORS: HUNT BRIAN
HUNT ADELLA
REGION CODE ADDRESS : 2212 POTRILLO ROAD
01 CITY : ROLLING HILLS ESTATES
STATE/ZIP : CA 90274
MORTGAGE AMOUNT : 476,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 476,209.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,170.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.32300
----------------------------------------------------------------------------
0 0031950728 MORTGAGORS: EVARKIOU CHARLES
WITTNER LOIS
REGION CODE ADDRESS : 3882 LIGGETT DRIVE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92106
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 329,742.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,251.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 64.70500
----------------------------------------------------------------------------
0 0031950751 MORTGAGORS: SLEE THOMAS
TAKARA KURT
REGION CODE ADDRESS : 10399 MERRIMAN ROAD
01 CITY : CUPERTINO
STATE/ZIP : CA 95014
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,741.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,348.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 57.14200
----------------------------------------------------------------------------
0 0031950884 MORTGAGORS: FONG JULIA
FONG JOSEPH
REGION CODE ADDRESS : 521 PORPOISE BAY TERRACE #A
01 CITY : SUNNYVALE
STATE/ZIP : CA 94089
MORTGAGE AMOUNT : 317,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,950.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,250.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.99700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,970,700.00
P & I AMT: 13,345.79 UPB AMT: 1,969,367.96
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 112
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031950959 MORTGAGORS: BOURNE ANNA
REGION CODE ADDRESS : 324 EAST EMERSON STREET
01 CITY : ARLINGTON HEIGHTS
STATE/ZIP : IL 60005
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,019.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.78400
----------------------------------------------------------------------------
0 0031950975 MORTGAGORS: NORBASH ALEXANDER
GILANI SAPIDEH
REGION CODE ADDRESS : 400 CONCORD ROAD
01 CITY : WESTON
STATE/ZIP : MA 02493
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 500,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,410.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.49125
----------------------------------------------------------------------------
0 0031951122 MORTGAGORS: COLE BRIAN
COLE DEBORAH
REGION CODE ADDRESS : 17 VIA CANDELARIA
01 CITY : COTO DE CAZA
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,605.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,925.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 70.64900
----------------------------------------------------------------------------
0 0031951254 MORTGAGORS: STEVENSON ERIC
STEVENSON ARLENE
REGION CODE ADDRESS : 3107 SHELTER COVE LANE
01 CITY : ELK GROVE
STATE/ZIP : CA 95758
MORTGAGE AMOUNT : 322,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 322,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,224.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 89.99600
----------------------------------------------------------------------------
0 0031951338 MORTGAGORS: SKOWRONSKI MARK
SKOWRONSKI LINDA
REGION CODE ADDRESS : 12165 GLINES COURT
01 CITY : TUSTIN
STATE/ZIP : CA 92782
MORTGAGE AMOUNT : 491,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 491,066.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,147.13 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 79.99336
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,881,600.00
P & I AMT: 12,727.12 UPB AMT: 1,880,771.37
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 113
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031951361 MORTGAGORS: MORINE CAROL
REGION CODE ADDRESS : 75-985 ARMOUR WAY
01 CITY : PALM DESERT
STATE/ZIP : CA 92211
MORTGAGE AMOUNT : 265,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,287.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,788.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031951411 MORTGAGORS: HANSEN ROBERT
HANSEN KATHLEEN
REGION CODE ADDRESS : 678 WEST 850 SOUTH
01 CITY : OREM
STATE/ZIP : UT 84058
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,406.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,719.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031951544 MORTGAGORS: ARGUELLO JOSEPH
ARGUELLO F
REGION CODE ADDRESS : 14043 ROBIN CREST LANE
01 CITY : CHINO HILLS
STATE/ZIP : CA 91709
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,568.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,681.74 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031951601 MORTGAGORS: APOTHELOZ PASCAL
APOTHELOZ JOANNE
REGION CODE ADDRESS : 808 QUIVERA STREET
01 CITY : LAGUNA BEACH
STATE/ZIP : CA 92651
MORTGAGE AMOUNT : 298,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,007.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.31421
----------------------------------------------------------------------------
0 0031951726 MORTGAGORS: AHMAD JASIM
AHMAD MOHSENA
REGION CODE ADDRESS : 19660 AUBURN DRIVE
01 CITY : CUPERTINO
STATE/ZIP : CA 95014
MORTGAGE AMOUNT : 372,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 371,723.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,601.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,443,500.00
P & I AMT: 9,798.30 UPB AMT: 1,441,986.93
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 114
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031951734 MORTGAGORS: STRANGER PETER
STRANGER CAMILLE
REGION CODE ADDRESS : 5707 GREEN OAK DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90068
MORTGAGE AMOUNT : 390,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 389,695.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,660.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 48.75000
----------------------------------------------------------------------------
0 0031951874 MORTGAGORS: ROSSI EDUARD
ROSSI CRISTINA
REGION CODE ADDRESS : 373 CAPELLA WAY
01 CITY : MILPITAS
STATE/ZIP : CA 95035
MORTGAGE AMOUNT : 347,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,950.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,432.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.98900
----------------------------------------------------------------------------
0 0031952120 MORTGAGORS: MANNOS JON
MANNOS SUE
REGION CODE ADDRESS : 27071 PACIFIC TERRACE DRIVE,
01 CITY : MISSION VIEJO,
STATE/ZIP : CA 92692
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,740.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,447.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 77.77700
----------------------------------------------------------------------------
0 0031952229 MORTGAGORS: GREENE JAMES
GREENE CAROL
REGION CODE ADDRESS : 13329 BEACH STREET
01 CITY : CERRITOS
STATE/ZIP : CA 90703
MORTGAGE AMOUNT : 263,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,578.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,771.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.08400
----------------------------------------------------------------------------
0 0031952237 MORTGAGORS: MCNEILL SUSAN
REGION CODE ADDRESS : 32735 SEAGATE DRIVE #305
01 CITY : RANCHO PALOS VERDES
STATE/ZIP : CA 90275
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,616.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,671.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,595,950.00
P & I AMT: 10,983.89 UPB AMT: 1,594,580.69
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 115
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031952385 MORTGAGORS: CENTER STEVEN
CENTER SUSAN
REGION CODE ADDRESS : 8 COASTAL OAK LANE
01 CITY : COTO DE CAZA
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 297,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,750.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,951.08 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.25000
----------------------------------------------------------------------------
0 0031952567 MORTGAGORS: SHORE KURT
SHORE SUZANNE
REGION CODE ADDRESS : 375 SHELBOURNE LANE
01 CITY : SCHUYLKILL TWP.
STATE/ZIP : PA 05743
MORTGAGE AMOUNT : 338,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,242.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,337.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 67.70000
----------------------------------------------------------------------------
0 0031952773 MORTGAGORS: FERGUSON JAMES
FERGUSON ANNE
REGION CODE ADDRESS : 25 OLIVER STREET
01 CITY : CHATMAN
STATE/ZIP : NJ 07928
MORTGAGE AMOUNT : 345,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 344,743.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,412.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 65.71400
----------------------------------------------------------------------------
0 0031952872 MORTGAGORS: TODD WILLIAM
TODD JANICE
REGION CODE ADDRESS : 10 HUNTERS GLEN
01 CITY : TOWNSHIP OF MENDHAM
STATE/ZIP : NJ 07945
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 598,110.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,093.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 66.96400
----------------------------------------------------------------------------
0 0031953078 MORTGAGORS: ZARBAKHSH SHAHAB
REGION CODE ADDRESS : 1575 CALLE PATRICIA
01 CITY : PACIFIC PALISADES
STATE/ZIP : CA 90272
MORTGAGE AMOUNT : 565,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 565,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,902.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 42.16400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,145,500.00
P & I AMT: 14,696.70 UPB AMT: 2,142,847.59
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 116
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031953409 MORTGAGORS: KEEVER D
KEEVER PATRICIA
REGION CODE ADDRESS : 11 SANDERS RANCH ROAD
01 CITY : MORAGA
STATE/ZIP : CA 94556
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 329,722.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,167.87 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 48.52900
----------------------------------------------------------------------------
0 0031953474 MORTGAGORS: SHEEHAN ROBERT
REGION CODE ADDRESS : 657 CATALINA ROAD
01 CITY : FULLERTON
STATE/ZIP : CA 92835
MORTGAGE AMOUNT : 337,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 337,479.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,275.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 62.54600
----------------------------------------------------------------------------
0 0031953482 MORTGAGORS: MCKENZIE TODD
LYNN LORRY
REGION CODE ADDRESS : 17 FIELD POINT
01 CITY : DOVE CANYON (AREA)
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 297,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,779.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,076.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 70.71400
----------------------------------------------------------------------------
0 0031953490 MORTGAGORS: VINAS ALBERT
RAGAN JODI
REGION CODE ADDRESS : 1754 KINGHAM WAY
01 CITY : FULLERTON
STATE/ZIP : CA 92833
MORTGAGE AMOUNT : 261,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,786.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,736.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.57300
----------------------------------------------------------------------------
0 0031953508 MORTGAGORS: JORDAN WILLIE
JORDAN JULIA
REGION CODE ADDRESS : 4201 DON ALANIS PLACE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90008
MORTGAGE AMOUNT : 269,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,534.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,817.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.13900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,495,500.00
P & I AMT: 10,073.82 UPB AMT: 1,494,302.59
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 117
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031953516 MORTGAGORS: KAPLAN JEFFREY
REGION CODE ADDRESS : 16 BELLEVUE
01 CITY : NEWPORT COAST (AREA)
STATE/ZIP : CA 92657
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,721.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,262.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 59.64900
----------------------------------------------------------------------------
0 0031953524 MORTGAGORS: CAHALAN JOHN
CAHALAN KAREN
REGION CODE ADDRESS : 11562 VISTA MAR STREET
01 CITY : SANTA ANA (AREA)
STATE/ZIP : CA 92705
MORTGAGE AMOUNT : 341,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 340,699.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,183.46 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 58.99650
----------------------------------------------------------------------------
0 0031953540 MORTGAGORS: PIERSON JOHN
PIERSON CATHERINE
REGION CODE ADDRESS : 3020 JAVA ROAD
01 CITY : COSTA MESA
STATE/ZIP : CA 92626
MORTGAGE AMOUNT : 406,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 406,458.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,672.39 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 77.04540
----------------------------------------------------------------------------
0 0031953615 MORTGAGORS: MACIAS BRIAN
REGION CODE ADDRESS : 768 WEST OAKCREST AVENUE
01 CITY : BREA
STATE/ZIP : CA 92821
MORTGAGE AMOUNT : 255,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,995.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,719.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031953649 MORTGAGORS: PINKERTON WILLIAM
PINKERTON NICOLE
REGION CODE ADDRESS : 12142 HUSTON STREET
01 CITY : VALLEY VILLAGE
STATE/ZIP : CA 91607
MORTGAGE AMOUNT : 339,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,283.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.02000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,682,000.00
P & I AMT: 11,121.12 UPB AMT: 1,680,874.60
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 118
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031953656 MORTGAGORS: ALEXANDER DENNIS
ALEXANDER MARY
REGION CODE ADDRESS : 5467 SENECA PLACE
01 CITY : SIMI VALLEY
STATE/ZIP : CA 93063
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,768.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,813.13 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 72.63100
----------------------------------------------------------------------------
0 0031953664 MORTGAGORS: PRESCOP STEVEN
PRESCOP BONNIE
REGION CODE ADDRESS : 752 CALDERON AVENUE
01 CITY : MOUNTAIN VIEW
STATE/ZIP : CA 94041
MORTGAGE AMOUNT : 388,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 387,665.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,516.57 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031953672 MORTGAGORS: UTT JAMES
UTT CATHERINE
REGION CODE ADDRESS : 527 ACORN PARK DRIVE
01 CITY : ACTON
STATE/ZIP : MA 01720
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 330,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,251.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 73.17000
----------------------------------------------------------------------------
0 0031953706 MORTGAGORS: RAFFRAY A
RAFFRAY VIRGINIE
REGION CODE ADDRESS : 2172 AVENIDA TORONJA
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 279,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,785.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,718.16 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 79.98600
----------------------------------------------------------------------------
0 0031953730 MORTGAGORS: MOONEY RICHARD
MOONEY CATHY
REGION CODE ADDRESS : 103 ROUNDTREE ROAD
01 CITY : THOMASVILLE
STATE/ZIP : GA 31792
MORTGAGE AMOUNT : 430,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 428,247.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,860.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 59.31000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,703,050.00
P & I AMT: 11,159.86 UPB AMT: 1,700,466.29
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 119
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031953755 MORTGAGORS: WU KENNETH
REGION CODE ADDRESS : 8289 SKYLINE CIRCLE
01 CITY : OAKLAND
STATE/ZIP : CA 94605
MORTGAGE AMOUNT : 324,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,490.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,187.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.98200
----------------------------------------------------------------------------
0 0031953912 MORTGAGORS: YEARTA DANNY
YEARTA DEBRA
REGION CODE ADDRESS : 22106 LINDA DRIVE
01 CITY : TORRANCE
STATE/ZIP : CA 90503
MORTGAGE AMOUNT : 242,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,310.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,654.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 69.28500
----------------------------------------------------------------------------
0 0031953938 MORTGAGORS: BROWN DANIEL
BROWN RITA
REGION CODE ADDRESS : 4160 PATRICIA STREET
01 CITY : FREMONT
STATE/ZIP : CA 94536
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,754.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,918.24 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031954068 MORTGAGORS: CIANCIOTTO NICHOLAS
CHENG LADIA
REGION CODE ADDRESS : 260 HAWTHORN AVE.
01 CITY : GLENCOE
STATE/ZIP : IL 60022
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 420,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,865.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031954266 MORTGAGORS: AGRIOS NICHOLAS
AGRIOS ELIZABETH
REGION CODE ADDRESS : 3726 PRINCE WILLIAM DRIVE
01 CITY : FAIRFAX
STATE/ZIP : VA 22031
MORTGAGE AMOUNT : 267,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,710.92 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,546,450.00
P & I AMT: 10,336.50 UPB AMT: 1,545,755.79
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 120
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031954449 MORTGAGORS: LIU KUANG-LUNG
WANG BIN
REGION CODE ADDRESS : 11418 BROAD GREEN DRIVE
01 CITY : POTOMAC
STATE/ZIP : MD 20854
MORTGAGE AMOUNT : 451,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 451,064.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,156.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------------------
0 0031954498 MORTGAGORS: PETTY STEPHEN
PETTY SANDRA
REGION CODE ADDRESS : 11725 VAIL COURT
01 CITY : SAN DIEGO
STATE/ZIP : CA 92131
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,968.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031955149 MORTGAGORS: BOUILLERCE JEFFERY
BOUILLERCE DENISE
REGION CODE ADDRESS : 1666 GENOA STREET
01 CITY : LIVERMORE
STATE/ZIP : CA 94550
MORTGAGE AMOUNT : 248,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,715.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,740.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0031955164 MORTGAGORS: RODRIGUEZ JOHN
RODRIGUEZ LORI
REGION CODE ADDRESS : 21052 BARCLAY LANE
01 CITY : LAKE FOREST
STATE/ZIP : CA 92630
MORTGAGE AMOUNT : 301,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,053.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,004.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 77.25600
----------------------------------------------------------------------------
0 0031955172 MORTGAGORS: LOVELL GAYLE
LOVELL STEVEN
REGION CODE ADDRESS : 4911 KENLAR DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95124
MORTGAGE AMOUNT : 265,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,392.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,811.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,552,200.00
P & I AMT: 10,681.46 UPB AMT: 1,551,226.10
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 121
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031955180 MORTGAGORS: SCOTT MICHAEL
SCOTT STEPHANIE
REGION CODE ADDRESS : 3272 WENDY WAY
01 CITY : LOS ALAMITOS
STATE/ZIP : CA 90720
MORTGAGE AMOUNT : 318,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,263.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,227.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 76.01400
----------------------------------------------------------------------------
0 0031955198 MORTGAGORS: NORTON BRIAN
NORTON JO ANNE
REGION CODE ADDRESS : 12 ALTEZZA
01 CITY : IRVINE
STATE/ZIP : CA 92606
MORTGAGE AMOUNT : 261,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,290.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,761.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 84.35400
----------------------------------------------------------------------------
0 0031955370 MORTGAGORS: QUICKERT CHARLES
QUICKERT THERESA
REGION CODE ADDRESS : 164 PEBBLE PLACE
01 CITY : SAN RAMON
STATE/ZIP : CA 94583
MORTGAGE AMOUNT : 308,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 307,747.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,049.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031955677 MORTGAGORS: URBANUS WILLIAM
URBANUS JULIE
REGION CODE ADDRESS : 1480 COUNTRY LANE
01 CITY : DEERFIELD
STATE/ZIP : IL 60015
MORTGAGE AMOUNT : 402,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 402,161.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,644.14 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 66.52800
----------------------------------------------------------------------------
0 0031955867 MORTGAGORS: RALEY RANDY
RALEY CHERYL
REGION CODE ADDRESS : 2310 NEWFOREST COURT
01 CITY : ARLINGTON
STATE/ZIP : TX 76017
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,062.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 68.88800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,600,500.00
P & I AMT: 10,744.49 UPB AMT: 1,599,463.90
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 122
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031956428 MORTGAGORS: PETRYSHYN JONH
PETRYSHYN KAREN
REGION CODE ADDRESS : 2600 ROBINSON STREET
01 CITY : REDONDO BEACH
STATE/ZIP : CA 90278
MORTGAGE AMOUNT : 261,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,400.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,806.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 58.13300
----------------------------------------------------------------------------
0 0031956618 MORTGAGORS: CANGARLU AFSHIN
CANGARLU FIROUZEH
REGION CODE ADDRESS : 20001 GYPSY LANE
01 CITY : WOODLAND HILLS
STATE/ZIP : CA 91364
MORTGAGE AMOUNT : 387,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 386,690.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,607.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.79300
----------------------------------------------------------------------------
0 0031956626 MORTGAGORS: MCANDREWS RICHARD
MCANDREWS LISA
REGION CODE ADDRESS : 1219 RIMMER AVENUE
01 CITY : PACIFIC PALISADES
STATE/ZIP : CA 90272
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 449,621.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,956.18 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 39.13000
----------------------------------------------------------------------------
0 0031956667 MORTGAGORS: HUNT EDWARD
HUNT MARY
REGION CODE ADDRESS : 114 GRAND CANAL
01 CITY : NEWPORT BEACH
STATE/ZIP : CA 92662
MORTGAGE AMOUNT : 434,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 433,644.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,887.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 53.85100
----------------------------------------------------------------------------
0 0031956717 MORTGAGORS: SCHAEFER MAX
SCHAEFER ERICH
REGION CODE ADDRESS : 90-92 FAIR OAKS STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94110
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 599,508.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,991.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.92300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,132,600.00
P & I AMT: 14,249.53 UPB AMT: 2,130,865.83
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 123
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031956741 MORTGAGORS: FIGONE NADINE
REGION CODE ADDRESS : 415 CERRITO AVENUE
01 CITY : REDWOOD CITY
STATE/ZIP : CA 94061
MORTGAGE AMOUNT : 344,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 343,724.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,317.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031956790 MORTGAGORS: MACON SAMUEL
MACON BARBARA
REGION CODE ADDRESS : 5185 LANCIA COURT
01 CITY : RANCO CUCAMONGA
STATE/ZIP : CA 91739
MORTGAGE AMOUNT : 254,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,401.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,736.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0031956816 MORTGAGORS: ANDERSON MARK
ANDERSON LINA
REGION CODE ADDRESS : 3402 SOUTH PATTON AVENUE
01 CITY : SAN PEDRO
STATE/ZIP : CA 90731
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,784.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,819.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 71.61800
----------------------------------------------------------------------------
0 0031956873 MORTGAGORS: MORELAND SUSAN
REGION CODE ADDRESS : 328 NORTH ALMENAR DRIVE
01 CITY : GREENBRAE
STATE/ZIP : CA 94904
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,732.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,517.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031956899 MORTGAGORS: SCHULENBURG CARL
SCHULENBURG BARBARA
REGION CODE ADDRESS : 1036 WEST HILL COURT
01 CITY : CUPERTINO
STATE/ZIP : CA 95014
MORTGAGE AMOUNT : 305,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 304,779.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,158.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 40.93900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,533,600.00
P & I AMT: 10,549.40 UPB AMT: 1,532,422.46
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 124
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031956923 MORTGAGORS: TURRENTINE RICHARD
TURRENTINE REBECCA
REGION CODE ADDRESS : 77 & 79 63RD PLACE
01 CITY : LONG BEACH
STATE/ZIP : CA 90803
MORTGAGE AMOUNT : 342,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 341,705.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,218.21 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 76.85300
----------------------------------------------------------------------------
0 0031956949 MORTGAGORS: BENNINGTON JAMES
BENNINGTON CLAIRE
REGION CODE ADDRESS : 589 KANOFF AVENUE
01 CITY : MONTARA
STATE/ZIP : CA 94037
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,714.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,233.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.06900
----------------------------------------------------------------------------
0 0031956964 MORTGAGORS: TOWNSEND LEWIS
TOWNSEND CAROLE
REGION CODE ADDRESS : 14 CHATEAU DU LAC
01 CITY : FENTON
STATE/ZIP : MI 48430
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,598.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,684.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 54.34700
----------------------------------------------------------------------------
0 0031957020 MORTGAGORS: KLING HARMON
KLING DIANNE
REGION CODE ADDRESS : 1985 RIVER FALLS DRIVE
01 CITY : ROSWELL
STATE/ZIP : GA 30076
MORTGAGE AMOUNT : 331,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 331,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,180.35 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.99500
----------------------------------------------------------------------------
0 0031957061 MORTGAGORS: CHEN AMI
FICKS LAUREN
REGION CODE ADDRESS : 22900 COLLINS STREET
01 CITY : LOS ANGELES
STATE/ZIP : CA 91367
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,672.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,661.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 68.37600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,663,900.00
P & I AMT: 10,977.63 UPB AMT: 1,662,590.99
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 125
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031957087 MORTGAGORS: COULTER MARK
VARNES-COULTER CHRISITNE
REGION CODE ADDRESS : 7625 EAST HOLLOW OAK ROAD
01 CITY : ANAHEIM
STATE/ZIP : CA 92808
MORTGAGE AMOUNT : 297,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,079.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,078.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 74.69800
----------------------------------------------------------------------------
0 0031957129 MORTGAGORS: GOFF MICHAEL
GOFF MAUREEN
REGION CODE ADDRESS : 1916 HACIENDA DRIVE
01 CITY : EL CAJON
STATE/ZIP : CA 92020
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,752.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,792.88 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031957145 MORTGAGORS: GIFFIN MARTIN
GIFFIN CINDY
REGION CODE ADDRESS : 7766 HUNTRIDGE LANE
01 CITY : CUPERTINO
STATE/ZIP : CA 95014
MORTGAGE AMOUNT : 376,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 375,684.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,470.06 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031957152 MORTGAGORS: GOMEZ LUIS
REGION CODE ADDRESS : 1946 AVOCADO RANCH ROAD,
01 CITY : EL CAJON,
STATE/ZIP : CA 92019
MORTGAGE AMOUNT : 307,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 307,271.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,150.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031957178 MORTGAGORS: GARRETT BEN
GARRETT CHRISTEN
REGION CODE ADDRESS : 512 VAQUERO ROAD
01 CITY : ARCADIA
STATE/ZIP : CA 91007
MORTGAGE AMOUNT : 457,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 456,652.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,156.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 67.70300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,717,800.00
P & I AMT: 11,648.19 UPB AMT: 1,716,440.47
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 126
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031957194 MORTGAGORS: CHAN HON
REGION CODE ADDRESS : 45 BAY FOREST DRIVE
01 CITY : OAKLAND
STATE/ZIP : CA 94611
MORTGAGE AMOUNT : 587,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 587,052.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,057.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 72.08500
----------------------------------------------------------------------------
0 0031957228 MORTGAGORS: GOODWIN CARL
GOODWIN KATHLEEN
REGION CODE ADDRESS : 31735 FLORENCE AVENUE
01 CITY : LAGUNA BEACH
STATE/ZIP : CA 92651
MORTGAGE AMOUNT : 300,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,976.04 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031957236 MORTGAGORS: HOLSWORTH DANIEL
HOLSWORTH CHERYL
REGION CODE ADDRESS : 9462 CHABOLA ROAD
01 CITY : SAN DIEGO
STATE/ZIP : CA 92129
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,768.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,813.13 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 77.74600
----------------------------------------------------------------------------
0 0031957277 MORTGAGORS: VOGELS DICK
VOGELS LISA
REGION CODE ADDRESS : 22632 SWEET MEADOW
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92692
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 439,665.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,038.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031957301 MORTGAGORS: WERK STEPHEN
MARTIN THERESA
REGION CODE ADDRESS : 2261 GREER ROAD
01 CITY : PALO ALTO
STATE/ZIP : CA 94303
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 499,579.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,284.65 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 76.59900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,104,300.00
P & I AMT: 14,170.52 UPB AMT: 2,102,866.20
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 127
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031957665 MORTGAGORS: COLEMAN JEFFREY
REGION CODE ADDRESS : 2144 FENCHURCH DRIVE
01 CITY : PARK CITY
STATE/ZIP : UT 84060
MORTGAGE AMOUNT : 330,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 330,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,225.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031957848 MORTGAGORS: BIRKITT JOHN
BIRKITT LINDA
REGION CODE ADDRESS : 32536 ORTEGA HIGHWAY
01 CITY : ELSINORE AREA
STATE/ZIP : CA 92530
MORTGAGE AMOUNT : 266,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,137.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,794.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 76.10000
----------------------------------------------------------------------------
0 0031958580 MORTGAGORS: GETZINGER JOHN
GETZINGER ROBIN
REGION CODE ADDRESS : 5629 LAUREL BLUFF PLACE
01 CITY : AGOURA HILLS
STATE/ZIP : CA 91301
MORTGAGE AMOUNT : 339,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,221.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,258.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.12600
----------------------------------------------------------------------------
0 0031958630 MORTGAGORS: DREW ROBERT
REGION CODE ADDRESS : 8159 MANNIX DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90046
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,780.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,852.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 57.89400
----------------------------------------------------------------------------
0 0031958770 MORTGAGORS: SMITH BARBARA
REGION CODE ADDRESS : 522 TRAILRIDGE DRIVE
01 CITY : BONITA
STATE/ZIP : CA 91902
MORTGAGE AMOUNT : 253,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,792.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,683.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.66600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,464,150.00
P & I AMT: 9,814.40 UPB AMT: 1,463,231.40
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 128
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031958796 MORTGAGORS: SCHROEDER FRITZ
SCHROEDER JANNA
REGION CODE ADDRESS : 1022 SIERRA VISTA COURT
01 CITY : GARDNERVILLE
STATE/ZIP : NV 89410
MORTGAGE AMOUNT : 258,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,133.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,851.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.53800
----------------------------------------------------------------------------
0 0031958812 MORTGAGORS: BECK BRADLEY
BECK JOYCE
REGION CODE ADDRESS : 2218 NORTH ROSS STREET
01 CITY : SANTA ANA
STATE/ZIP : CA 92706
MORTGAGE AMOUNT : 249,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,805.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,698.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 69.16600
----------------------------------------------------------------------------
0 0031958838 MORTGAGORS: PERRY DOANE
PERRY HEATHER
REGION CODE ADDRESS : 4193 ROSARIO ROAD (WOODLAND HILLS A
01 CITY : LOS ANGELES
STATE/ZIP : CA 91364
MORTGAGE AMOUNT : 359,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 358,705.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,388.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.90100
----------------------------------------------------------------------------
0 0031958895 MORTGAGORS: PASTOR RALPH
PASTOR KAREN
REGION CODE ADDRESS : 545 MARGE WAY
01 CITY : SAN JOSE
STATE/ZIP : CA 95117
MORTGAGE AMOUNT : 301,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,458.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,032.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.42500
----------------------------------------------------------------------------
0 0031958911 MORTGAGORS: MEINEKE RYAN
REGION CODE ADDRESS : 4471 BACON COURT
01 CITY : PLEASANTON
STATE/ZIP : CA 94588
MORTGAGE AMOUNT : 261,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,851.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,804.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,429,450.00
P & I AMT: 9,775.99 UPB AMT: 1,427,955.34
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 129
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031958929 MORTGAGORS: GHIRAGOSSIAN ALICIA
REGION CODE ADDRESS : 950 AVONOAK TERRACE
01 CITY : GLENDALE
STATE/ZIP : CA 91206
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 379,717.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,657.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 65.29200
----------------------------------------------------------------------------
0 0031958952 MORTGAGORS: CAMPBELL JAMES
CAMPBELL KATHI
REGION CODE ADDRESS : 1428 RUBENSTEIN AVENUE
01 CITY : ENCINITAS
STATE/ZIP : CA 92007
MORTGAGE AMOUNT : 352,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 352,238.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,464.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031958986 MORTGAGORS: DWYER JOHN
DWYER MARIANN
REGION CODE ADDRESS : 32 WHITEWATER DRIVE
01 CITY : CORONA DEL MAR
STATE/ZIP : CA 92625
MORTGAGE AMOUNT : 432,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 431,645.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,874.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031959091 MORTGAGORS: ADAMS J.
OKASHIMA-ADAMS CAROLYN
REGION CODE ADDRESS : 6677 ELWOOD ROAD
01 CITY : SAN JOSE
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 369,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 369,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,548.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 73.80000
----------------------------------------------------------------------------
0 0031959125 MORTGAGORS: ABRAMSON JOHN
ABRAMSON PAMELA
REGION CODE ADDRESS : 17110 DEARBORN STREET
01 CITY : LOS ANGELES
STATE/ZIP : CA 91325
MORTGAGE AMOUNT : 257,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,794.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,731.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.49270
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,790,500.00
P & I AMT: 12,275.92 UPB AMT: 1,789,396.74
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 130
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031960040 MORTGAGORS: COLEMAN VIRGINIA
REGION CODE ADDRESS : 69 MILL HILL LANE
01 CITY : EAST HAMPTON
STATE/ZIP : NY 11937
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,301.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,123.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 02/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 70.58800
----------------------------------------------------------------------------
0 0031960107 MORTGAGORS: BYRNE JOHN
BYRNE MELINA
REGION CODE ADDRESS : 4016 POLIDO COURT
01 CITY : CALABASAS
STATE/ZIP : CA 91302
MORTGAGE AMOUNT : 367,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 366,906.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,473.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 72.00000
----------------------------------------------------------------------------
0 0031960149 MORTGAGORS: IRWIN MICHAEL
IRWIN SHERRI
REGION CODE ADDRESS : 14165 HIGHWAY 189-191
01 CITY : BONDURANT
STATE/ZIP : WY 82922
MORTGAGE AMOUNT : 396,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 395,675.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,634.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.45400
----------------------------------------------------------------------------
0 0031960164 MORTGAGORS: DRIES THOMAS
DAWES LINDA
REGION CODE ADDRESS : 5352 OVERING DRIVE
01 CITY : WOODLAND HILLS
STATE/ZIP : CA 91367
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,750.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,182.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031960172 MORTGAGORS: TELENKO DAVID
TELENKO VEDETTE
REGION CODE ADDRESS : 7 WILD ROSE PLACE
01 CITY : ALISO VIEJO
STATE/ZIP : CA 92656
MORTGAGE AMOUNT : 456,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 455,577.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,844.85 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 79.30400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,839,200.00
P & I AMT: 12,259.71 UPB AMT: 1,835,211.05
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 131
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031960180 MORTGAGORS: YOUNGS DAVID
MARSH BARBARA
REGION CODE ADDRESS : 5016 ALCORN LANE
01 CITY : IRVINE
STATE/ZIP : CA 92612
MORTGAGE AMOUNT : 337,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 336,723.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,242.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.26000
----------------------------------------------------------------------------
0 0031960214 MORTGAGORS: KASHEFINEJAD DJAVAD
REGION CODE ADDRESS : 2 FLINTSTONE,
01 CITY : ALISO VIEJO AREA,
STATE/ZIP : CA 92656
MORTGAGE AMOUNT : 305,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,573.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,138.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 89.94100
----------------------------------------------------------------------------
0 0031960313 MORTGAGORS: POWERS MICHAEL
POWERS DIANNE
REGION CODE ADDRESS : 9303 SUMMERLOCK PLACE
01 CITY : CHESTERFIELD
STATE/ZIP : VA 23832
MORTGAGE AMOUNT : 262,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,090.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,767.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.96900
----------------------------------------------------------------------------
0 0031960321 MORTGAGORS: NOWELL LISA
REGION CODE ADDRESS : 1070 SIESTA WAY
01 CITY : SONOMA
STATE/ZIP : CA 95476
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 424,642.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,791.95 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.56100
----------------------------------------------------------------------------
0 0031960362 MORTGAGORS: SERGEANT STEVEN
HIGHAN-SERGEANT JEAN
REGION CODE ADDRESS : 1055 SUMMERWOOD COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95132
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,782.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,123.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 93.16700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,630,100.00
P & I AMT: 11,062.78 UPB AMT: 1,628,812.86
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 132
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031960404 MORTGAGORS: REHFELD DALE
REHFELD NANCY
REGION CODE ADDRESS : 141 WHISPERING OAKS DRIVE
01 CITY : GLENDORA
STATE/ZIP : CA 91741
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 379,696.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,560.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031960420 MORTGAGORS: PATLAN MARK
PATLAN LINDA
REGION CODE ADDRESS : 27511 GLENWOOD DRIVE
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92692
MORTGAGE AMOUNT : 364,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 363,736.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,576.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031960438 MORTGAGORS: VALDEZ ULYSSES
VALDEZ FIDELIZA
REGION CODE ADDRESS : 7930 RUFUS COURT
01 CITY : SAN DIEGO
STATE/ZIP : CA 92129
MORTGAGE AMOUNT : 243,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,247.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,616.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.76900
----------------------------------------------------------------------------
0 0031960461 MORTGAGORS: WHITCHURCH VERN
WHITCHURCH KATHLEEN
REGION CODE ADDRESS : 2530 CORTE RIVERA
01 CITY : PLEASANTON
STATE/ZIP : CA 94566
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,783.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,041.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031960479 MORTGAGORS: PEAKE CHARLES
DANG-KILDUFF LEONA
REGION CODE ADDRESS : 1248 MARLIN AVENUE
01 CITY : FOSTER CITY
STATE/ZIP : CA 94404
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,665.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,046.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 56.60300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,579,000.00
P & I AMT: 10,841.44 UPB AMT: 1,577,129.91
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 133
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031960487 MORTGAGORS: MOUSLEH DAVID
MOUSLEH ANASTACIA
REGION CODE ADDRESS : 7607 NORTH EAST 169TH STREET
01 CITY : VANCOUVER
STATE/ZIP : WA 98662
MORTGAGE AMOUNT : 281,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,560.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,916.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.94500
----------------------------------------------------------------------------
0 0031960529 MORTGAGORS: PANAGOPOULOUS JOAN
REGION CODE ADDRESS : 270 EAST MCARTHUR STREET
01 CITY : SONOMA
STATE/ZIP : CA 95476
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,802.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,005.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 63.34800
----------------------------------------------------------------------------
0 0031960537 MORTGAGORS: MC CASHEN DOUGLAS
MC CASHEN DENISE
REGION CODE ADDRESS : 25504 BURNS PLACE
01 CITY : STEVENSON RANCH
STATE/ZIP : CA 91381
MORTGAGE AMOUNT : 280,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,031.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,911.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0031960560 MORTGAGORS: PARSONS MICHAEL
PARSONS ANNE
REGION CODE ADDRESS : 33 ASHLER AVENUE
01 CITY : LOS GATOS
STATE/ZIP : CA 95030
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,714.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,233.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031960594 MORTGAGORS: HALON ROBERT
HALON BARBARA
REGION CODE ADDRESS : 2092 MCCOLLUM STREET
01 CITY : SAN LUIS OBISPO
STATE/ZIP : CA 93405
MORTGAGE AMOUNT : 332,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 331,734.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,236.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,513,250.00
P & I AMT: 10,304.98 UPB AMT: 1,511,842.87
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 134
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031960602 MORTGAGORS: COSTA ANDREW
COSTA LINDA
REGION CODE ADDRESS : 1021 SECRETARIAT CIRCLE
01 CITY : COSTA MESA
STATE/ZIP : CA 92626
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,751.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,944.51 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031960685 MORTGAGORS: KOURAMAJIAN VRAM
KOURAMAJIAN ROSE
REGION CODE ADDRESS : 5051 PORTILLO VALLEY DRIVE
01 CITY : SAN RAMON
STATE/ZIP : CA 94583
MORTGAGE AMOUNT : 366,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 365,714.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,496.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 68.41100
----------------------------------------------------------------------------
0 0031960735 MORTGAGORS: HASKELL STANWOOD
HASKELL CARMELA
REGION CODE ADDRESS : 6188 ST. ANDREWS WAY,
01 CITY : LIVERMORE,
STATE/ZIP : CA 94550
MORTGAGE AMOUNT : 271,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,393.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,875.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 94.99100
----------------------------------------------------------------------------
0 0031960768 MORTGAGORS: JOHNSON RONALD
JOHNSEN SAUNDRA
REGION CODE ADDRESS : 15909 SOUTHEAST MONNER ROAD
01 CITY : PORTLAND
STATE/ZIP : OR 97236
MORTGAGE AMOUNT : 256,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,038.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,727.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 94.99900
----------------------------------------------------------------------------
0 0031960818 MORTGAGORS: KEEGAN MICHAEL
KEEGAN CYNTHIA
REGION CODE ADDRESS : 17931 SUN KNOLL DRIVE
01 CITY : YORBA LINDA
STATE/ZIP : CA 92886
MORTGAGE AMOUNT : 348,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,707.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,286.11 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,538,050.00
P & I AMT: 10,331.02 UPB AMT: 1,536,605.39
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 135
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031960859 MORTGAGORS: SMITH ANDREW
BOOKER-SMITH TORIL
REGION CODE ADDRESS : 1851 CHURCHILL TERRACE
01 CITY : WEST LINN
STATE/ZIP : OR 97068
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,754.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,995.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 94.93600
----------------------------------------------------------------------------
0 0031960909 MORTGAGORS: HU VINCENT
HU CHRISTINA
REGION CODE ADDRESS : 5515 NAGLE AVENUE
01 CITY : VAN NUYS
STATE/ZIP : CA 91401
MORTGAGE AMOUNT : 311,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,951.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,096.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031960933 MORTGAGORS: GRAY WILLIAM
GRAY CARRIE
REGION CODE ADDRESS : 1950 HERITAGE LANE
01 CITY : NEWCASTLE
STATE/ZIP : CA 95658
MORTGAGE AMOUNT : 257,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,254.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,778.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0031960941 MORTGAGORS: GAUTHIER FRANCOIS
REGION CODE ADDRESS : 559 E. BAYVIEW PARK DR.
01 CITY : MILPITAS
STATE/ZIP : CA 95035
MORTGAGE AMOUNT : 319,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,238.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,125.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031960958 MORTGAGORS: TOLARI GENO
TOLARI ELAINE
REGION CODE ADDRESS : 16375 BONNEY ROAD
01 CITY : WATSONVILLE
STATE/ZIP : CA 95076
MORTGAGE AMOUNT : 251,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,843.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,799.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.87200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,439,350.00
P & I AMT: 9,795.95 UPB AMT: 1,438,041.32
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 136
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031960974 MORTGAGORS: BLUE DAVID
BLUE KAREN
REGION CODE ADDRESS : 1518 FANTAIL COURT
01 CITY : SUNNYVALE
STATE/ZIP : CA 94087
MORTGAGE AMOUNT : 332,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 331,198.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,236.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 66.40000
----------------------------------------------------------------------------
0 0031960982 MORTGAGORS: MCDONALD MARTIN
SLATER SARA
REGION CODE ADDRESS : 4507 SW COLLEGE STREET
01 CITY : SEATTLE
STATE/ZIP : WA 98116
MORTGAGE AMOUNT : 269,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,992.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,841.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99700
----------------------------------------------------------------------------
0 0031960990 MORTGAGORS: RAMSEY LAURA
ALLISON STEWART
REGION CODE ADDRESS : 1240 S. CORONA STREET
01 CITY : DENVER
STATE/ZIP : CO 80210
MORTGAGE AMOUNT : 275,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,588.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,832.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0031961022 MORTGAGORS: DELL THOMAS
DELL KATHLEEN
REGION CODE ADDRESS : 260 HEATH MEADOW COURT
01 CITY : SIMI VALLEY
STATE/ZIP : CA 93065
MORTGAGE AMOUNT : 299,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,748.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,200.93 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 59.99600
----------------------------------------------------------------------------
0 0031961063 MORTGAGORS: MURPHY MARK
MURPHY SHEILA
REGION CODE ADDRESS : 5702 143RD PLACE S.E.
01 CITY : BELLEVUE
STATE/ZIP : WA 98006
MORTGAGE AMOUNT : 327,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,144.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,204.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,504,600.00
P & I AMT: 10,316.54 UPB AMT: 1,498,672.37
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 137
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031961071 MORTGAGORS: BABBY LON
BABBY ELLEN
REGION CODE ADDRESS : 9509 EAGLE RIDGE DRIVE
01 CITY : BETHESDA
STATE/ZIP : MD 20817
MORTGAGE AMOUNT : 550,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 547,774.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,705.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 61.11100
----------------------------------------------------------------------------
0 0031961097 MORTGAGORS: CASABIANCA ANTONIO
CASABIANCA MARIA
REGION CODE ADDRESS : 1 CREEK RIDGE ROAD
01 CITY : BAYVILLE
STATE/ZIP : NY 11709
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,257.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,995.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 57.14200
----------------------------------------------------------------------------
0 0031961113 MORTGAGORS: CANNON KELLY
REGION CODE ADDRESS : 4960 STILLWATER CIRCLE
01 CITY : DOYLESTOWN
STATE/ZIP : PA 18901
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,232.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,726.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 92.29600
----------------------------------------------------------------------------
0 0031961121 MORTGAGORS: MILLER JERRY
HOVIS ALICE
REGION CODE ADDRESS : 3104 ELK VIEW DRIVE
01 CITY : EVERGREEN
STATE/ZIP : CO 80439
MORTGAGE AMOUNT : 370,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 368,609.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,587.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 66.07100
----------------------------------------------------------------------------
0 0031961147 MORTGAGORS: CORBET MARY
REGION CODE ADDRESS : 1501 WALZ AVENUE
01 CITY : GLENWOOD SPRINGS
STATE/ZIP : CO 81601
MORTGAGE AMOUNT : 328,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,034.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,353.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,798,500.00
P & I AMT: 12,368.56 UPB AMT: 1,792,909.13
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 138
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031961204 MORTGAGORS: HOOD KENNETH
HOOD CINDI
REGION CODE ADDRESS : 4526 E. CALLE VENTURA
01 CITY : PHOENIX
STATE/ZIP : AZ 85018
MORTGAGE AMOUNT : 276,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,120.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,839.57 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 71.81800
----------------------------------------------------------------------------
0 0031962343 MORTGAGORS: SHEFFER CRAIG
MURPHY-SHEFFER FLORENCE
REGION CODE ADDRESS : 160 ORD STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94114
MORTGAGE AMOUNT : 301,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,464.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,447.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/19
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 65.43478
----------------------------------------------------------------------------
0 0031962996 MORTGAGORS: NEALS JEFFREY
NEALS PATRICIA
REGION CODE ADDRESS : 71 CHESTNUT STREET
01 CITY : NORTH READING
STATE/ZIP : MA 01864
MORTGAGE AMOUNT : 352,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 352,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,491.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 84.00900
----------------------------------------------------------------------------
0 0031964059 MORTGAGORS: SMITH MELVIN
REGION CODE ADDRESS : 37420 EMERALD FOREST
01 CITY : FARMINGTON HILLS
STATE/ZIP : MI 48331
MORTGAGE AMOUNT : 244,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,126.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,688.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031964083 MORTGAGORS: DEERING CARL
DEERING JANA
REGION CODE ADDRESS : 6897 LAKESHORE DRIVE
01 CITY : FENNVILLE
STATE/ZIP : MI 49408
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,081.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,762.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,574,000.00
P & I AMT: 11,230.30 UPB AMT: 1,570,792.25
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 139
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031964117 MORTGAGORS: DONNELLY JOHN
DONNELLY NANCY
REGION CODE ADDRESS : 55 L'ARBRE CROCHE
01 CITY : BEAR CREEK TWP
STATE/ZIP : MI 49740
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,411.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,705.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 43.10300
----------------------------------------------------------------------------
0 0031964141 MORTGAGORS: UPTON ROBERT
UPTON KATHRYN
REGION CODE ADDRESS : 9951 FELLOWS CREEK DRIVE
01 CITY : PLYMOUTH
STATE/ZIP : MI 48170
MORTGAGE AMOUNT : 415,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 415,083.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,800.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------------------
0 0031964836 MORTGAGORS: WEAVER SCOTT
WEAVER HOPE
REGION CODE ADDRESS : 225 249TH PLACE NORTHEAST
01 CITY : REDMOND
STATE/ZIP : WA 98053
MORTGAGE AMOUNT : 271,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,727.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,809.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.52000
----------------------------------------------------------------------------
0 0031964869 MORTGAGORS: MOSS RANDALL
KILGORE SUSAN
REGION CODE ADDRESS : 4726 2ND AVENUE NORTHEAST
01 CITY : SEATTLE
STATE/ZIP : WA 98105
MORTGAGE AMOUNT : 316,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,747.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,128.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031965874 MORTGAGORS: LENNON GERARD
LENNON CATHERINE
REGION CODE ADDRESS : 324 GREAT RIVER ROAD
01 CITY : GREAT RIVER
STATE/ZIP : NY 11739
MORTGAGE AMOUNT : 297,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,076.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,550,700.00
P & I AMT: 10,521.33 UPB AMT: 1,548,968.88
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 140
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031966948 MORTGAGORS: BAUER GLORIA
BAUER DIANE
REGION CODE ADDRESS : 9 MILDRED TERRACE
01 CITY : TWP. OF ROXBURY
STATE/ZIP : NJ 07876
MORTGAGE AMOUNT : 250,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,708.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031967706 MORTGAGORS: WALLACE JEFFREY
WALLACE JULIE
REGION CODE ADDRESS : 6 N 600 FOLEY
01 CITY : ST CHARLES
STATE/ZIP : IL 60174
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,046.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031968597 MORTGAGORS: BUSH DONALD
BUSH NANCY
REGION CODE ADDRESS : 19119 EAST ALONDRA WAY
01 CITY : RIO VERDE
STATE/ZIP : AZ 85263
MORTGAGE AMOUNT : 404,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 404,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,790.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031969165 MORTGAGORS: BUCHHOLZ BRUCE
SAKAMOTO DOREEN
REGION CODE ADDRESS : 6655 MOORE DRIVE
01 CITY : OAKLAND
STATE/ZIP : CA 94611
MORTGAGE AMOUNT : 263,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,399.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,820.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031969199 MORTGAGORS: HIEBERT GREGORY
HIEBERT STEPHANIE
REGION CODE ADDRESS : 6820 LENWOOD WAY
01 CITY : SAN JOSE
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 335,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 334,918.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,202.03 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,553,200.00
P & I AMT: 10,567.68 UPB AMT: 1,552,717.81
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 141
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031969207 MORTGAGORS: CORTEZ JOHN
CORTEZ PENNY
REGION CODE ADDRESS : 3677 CITRUS AVENUE
01 CITY : WALNUT CREEK
STATE/ZIP : CA 94598
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,824.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,848.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031969249 MORTGAGORS: SPENCE COLIN
REGION CODE ADDRESS : 2002 PACIFIC AVENUE #3
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94109
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,728.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,290.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.43900
----------------------------------------------------------------------------
0 0031969264 MORTGAGORS: CLELAND LLOYD
CLELAND DEBORAH
REGION CODE ADDRESS : 14669 WEST RAMLI DRIVE
01 CITY : CANYON COUNTRY
STATE/ZIP : CA 91351
MORTGAGE AMOUNT : 241,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,020.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,686.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031969272 MORTGAGORS: HWANG JAY
HWANG OK
REGION CODE ADDRESS : 3328 BROKAW STREET
01 CITY : HONOLULU
STATE/ZIP : HI 96815
MORTGAGE AMOUNT : 371,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 370,946.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,597.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 74.30000
----------------------------------------------------------------------------
0 0031969314 MORTGAGORS: BAYLOR STEVE
BAYLOR HOPE
REGION CODE ADDRESS : 2646 MONTROSE PLACE
01 CITY : SANTA BARBARA
STATE/ZIP : CA 93105
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 499,590.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,326.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.36500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,707,700.00
P & I AMT: 11,750.17 UPB AMT: 1,706,110.64
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 142
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031969330 MORTGAGORS: GLEESON RONALD
GLEESON PAOLA
REGION CODE ADDRESS : 124 ELM AVENUE
01 CITY : SAN BRUNO
STATE/ZIP : CA 94066
MORTGAGE AMOUNT : 287,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,291.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,034.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 76.66600
----------------------------------------------------------------------------
0 0031969561 MORTGAGORS: SCHARF STEVEN
SCHARF RHONDA
REGION CODE ADDRESS : 594 ADELMA BEACH ROAD
01 CITY : PORT TOWNSEND
STATE/ZIP : WA 98368
MORTGAGE AMOUNT : 321,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,472.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,135.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031969637 MORTGAGORS: DOWNS JUDITH
DOWNS DANIEL
REGION CODE ADDRESS : 19506 CONLON COURT
01 CITY : POOLESVILLE
STATE/ZIP : MD 20837
MORTGAGE AMOUNT : 278,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,042.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,852.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 87.03100
----------------------------------------------------------------------------
0 0031969694 MORTGAGORS: COOLEY GARY
COOLEY LOUISE
REGION CODE ADDRESS : 50 GREENS END LANE
01 CITY : HAILEY
STATE/ZIP : ID 83333
MORTGAGE AMOUNT : 603,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 601,933.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,861.08 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 45.00000
----------------------------------------------------------------------------
0 0031969710 MORTGAGORS: SEIB THOMAS
SEIB CINDY
REGION CODE ADDRESS : 12414 40TH AVE. SE
01 CITY : EVERETT
STATE/ZIP : WA 98208
MORTGAGE AMOUNT : 263,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,108.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,727.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 89.15200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,753,000.00
P & I AMT: 11,612.22 UPB AMT: 1,749,847.78
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 143
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031970130 MORTGAGORS: MACKINNON ALEXANDER
MACKINNON JANE
REGION CODE ADDRESS : 195 LA VEREDA
01 CITY : PASADENA
STATE/ZIP : CA 91105
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 649,453.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,270.04 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 60.46511
----------------------------------------------------------------------------
0 0031970593 MORTGAGORS: BICKMAN KENT
REGION CODE ADDRESS : 3895 S.E. AUGUSTRA PLACE
01 CITY : GRESHAM
STATE/ZIP : OR 97080
MORTGAGE AMOUNT : 326,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,172.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.82300
----------------------------------------------------------------------------
0 0031971963 MORTGAGORS: INGLEE DAVID
INGLEE SUZANNE
REGION CODE ADDRESS : 8741 TANTALLON CIRCLE
01 CITY : TAMPA
STATE/ZIP : FL 33647
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,801.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,873.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 76.57100
----------------------------------------------------------------------------
0 0031972342 MORTGAGORS: BAKER BRENDA
REGION CODE ADDRESS : 2147 AVENIDA TORONJA,
01 CITY : CARLSBAD,
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 273,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,750.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,821.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.99200
----------------------------------------------------------------------------
0 0031972375 MORTGAGORS: OGATA NANCY
HOFFA THOMAS
REGION CODE ADDRESS : 19809 TOMLEE AVENUE
01 CITY : TORRANCE
STATE/ZIP : CA 90503
MORTGAGE AMOUNT : 304,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 304,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,103.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 66.92300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,822,750.00
P & I AMT: 12,240.53 UPB AMT: 1,822,005.03
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 144
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031972383 MORTGAGORS: KRUEGER DOUGLAS
KRUEGER ALMA
REGION CODE ADDRESS : 1025 CANNONADE CIRCLE
01 CITY : COSTA MESA
STATE/ZIP : CA 92626
MORTGAGE AMOUNT : 303,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 303,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,915.17 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 76.70886
----------------------------------------------------------------------------
0 0031972466 MORTGAGORS: OLSEN WANDA
REGION CODE ADDRESS : 2242 PASEO JACINTA
01 CITY : SAN DIMAS
STATE/ZIP : CA 91773
MORTGAGE AMOUNT : 297,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,951.08 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.88305
----------------------------------------------------------------------------
0 0031972649 MORTGAGORS: KIEWRA SUSAN
KIEWRA MICHAEL
REGION CODE ADDRESS : 28 LEDYARD ROAD
01 CITY : WINCHESTER
STATE/ZIP : MA 01890
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,945.80 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.36500
----------------------------------------------------------------------------
0 0031972672 MORTGAGORS: SHIMIZU LAWRENCE
SHIMIZU DIANE
REGION CODE ADDRESS : 2502 HARRIMAN LANE #B
01 CITY : REDONDO BEACH
STATE/ZIP : CA 90278
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,786.85 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031972730 MORTGAGORS: GODOY HECTOR
GODOY ROSA
REGION CODE ADDRESS : 27839 RON RIDGE DRIVE
01 CITY : SANTA CLARITA
STATE/ZIP : CA 91350
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,845.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,436,000.00
P & I AMT: 9,444.83 UPB AMT: 1,436,000.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 145
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031972755 MORTGAGORS: VALERIO RAUL
VALERIO JOY
REGION CODE ADDRESS : 28831 PEACH BLOSSOM
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92692
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,968.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 63.33300
----------------------------------------------------------------------------
0 0031972920 MORTGAGORS: SCHARPF NORMAN
SCHARF DONNA
REGION CODE ADDRESS : 5105 34TH STREET, NW
01 CITY : WASHINGTON
STATE/ZIP : DC 20008
MORTGAGE AMOUNT : 292,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,899.10 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031974462 MORTGAGORS: TOMITA THEODORE
TOMITA JANET
REGION CODE ADDRESS : 7246 91ST AVENUE SOUTHEAST
01 CITY : MERCER ISLAND
STATE/ZIP : WA 98040
MORTGAGE AMOUNT : 297,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,051.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 48.29200
----------------------------------------------------------------------------
0 0031974488 MORTGAGORS: COHAN GREG
COHAN DEBORAH
REGION CODE ADDRESS : 555 BLACKHAWK CLUB DRIVE
01 CITY : DANVILLE
STATE/ZIP : CA 94506
MORTGAGE AMOUNT : 558,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 556,597.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,859.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031974496 MORTGAGORS: LACHINPOUR LENARD
LACHINPOUR SARKHADON
REGION CODE ADDRESS : 368 SURBER DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95123
MORTGAGE AMOUNT : 258,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,716.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 89.89500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,691,550.00
P & I AMT: 11,494.47 UPB AMT: 1,689,397.88
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 146
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031974710 MORTGAGORS: JUDD BRADLEY
JUDD STACEY
REGION CODE ADDRESS : 2728 LAVENDER DRIVE
01 CITY : WALNUT CREEK
STATE/ZIP : CA 94596
MORTGAGE AMOUNT : 345,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,266.40 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 69.69600
----------------------------------------------------------------------------
0 0031974850 MORTGAGORS: STUENKEL THOMAS
STUENKEL LORI
REGION CODE ADDRESS : 7616 DRIFTWOOD DR.
01 CITY : FENTON
STATE/ZIP : MI 48430
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 598,655.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,195.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 70.09300
----------------------------------------------------------------------------
0 0031974876 MORTGAGORS: DETORRES FREDERICK
DETORRES KELLY
REGION CODE ADDRESS : 2081 FOREST VIEW DR
01 CITY : MUSKEGON
STATE/ZIP : MI 49441
MORTGAGE AMOUNT : 272,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,187.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,858.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 77.16700
----------------------------------------------------------------------------
0 0031974884 MORTGAGORS: WOLFFIS BRIAN
WOLFFIS VICTORIA
REGION CODE ADDRESS : 15374 OAKRIDGE
01 CITY : SPRINGLAKE
STATE/ZIP : MI 49456
MORTGAGE AMOUNT : 257,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,318.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,844.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.59800
----------------------------------------------------------------------------
0 0031975121 MORTGAGORS: HRABEC-SNYDER HANA
REGION CODE ADDRESS : 22715 CALVERT STREET
01 CITY : WOODLAND HILLS
STATE/ZIP : CA 91364
MORTGAGE AMOUNT : 308,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,075.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,782,900.00
P & I AMT: 12,239.75 UPB AMT: 1,781,161.33
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 147
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031975220 MORTGAGORS: SMITH RUTH
REGION CODE ADDRESS : 40 ROYAL VIEW DRIVE
01 CITY : WALNUT CREEK
STATE/ZIP : CA 94598
MORTGAGE AMOUNT : 432,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 431,654.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,910.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031975287 MORTGAGORS: BAYARDO DONITA
BAYARDO FERNANDO
REGION CODE ADDRESS : 4240 FIR AVENUE
01 CITY : SEAL BEACH
STATE/ZIP : CA 90740
MORTGAGE AMOUNT : 356,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 356,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,368.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031975998 MORTGAGORS: MANDOLA MICHAEL
MANDOLA MARY
REGION CODE ADDRESS : 2804 SANDRAY COURT
01 CITY : PLANO
STATE/ZIP : TX 75093
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,758.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,891.96 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031976020 MORTGAGORS: LATIMER LEN
LATIMER JEAN
REGION CODE ADDRESS : 6232 MAMMOTH AVENUE
01 CITY : VAN NUYS (AREA)
STATE/ZIP : CA 91401
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,964.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 73.84600
----------------------------------------------------------------------------
0 0031976053 MORTGAGORS: PEPPER S.
PEPPER JULEE
REGION CODE ADDRESS : 462 RONSHEIMER ROAD
01 CITY : PENNGROVE
STATE/ZIP : CA 94951
MORTGAGE AMOUNT : 392,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 392,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,740.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,756,000.00
P & I AMT: 11,876.50 UPB AMT: 1,755,412.58
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 148
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031976129 MORTGAGORS: OTNESS PHILLIP
OTNESS ANETTE
REGION CODE ADDRESS : 135 WEST LUDLOW POINT ROAD
01 CITY : PORT LUDLOW
STATE/ZIP : WA 98365
MORTGAGE AMOUNT : 416,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 416,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,802.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 64.00000
----------------------------------------------------------------------------
0 0031976475 MORTGAGORS: LUM LAWRENCE
LUM MARGARET
REGION CODE ADDRESS : 19 HARDWICK AVENUE
01 CITY : PIEDMONT
STATE/ZIP : CA 94611
MORTGAGE AMOUNT : 319,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,122.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 35.44400
----------------------------------------------------------------------------
0 0031976780 MORTGAGORS: AGNITCH MICHAEL
AGNITCH PATRICIA
REGION CODE ADDRESS : 22963 DE KALB DRIVE
01 CITY : CALABASAS
STATE/ZIP : CA 91302
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,075.52 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 74.41800
----------------------------------------------------------------------------
0 0031976855 MORTGAGORS: CRAMER ARON
ASHLA WENDY
REGION CODE ADDRESS : 2475 PRINCE STREET
01 CITY : BERKELEY
STATE/ZIP : CA 94705
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,794.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,864.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 73.97200
----------------------------------------------------------------------------
0 0031976913 MORTGAGORS: NEVILS KEITH
REGION CODE ADDRESS : 1779 SPRINGSONG DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95131
MORTGAGE AMOUNT : 304,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 304,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,099.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,629,000.00
P & I AMT: 10,964.97 UPB AMT: 1,628,794.56
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 149
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031977960 MORTGAGORS: GROB CHARLES
GROB ELIZABETH
REGION CODE ADDRESS : 557 NAPA VALLEY DR
01 CITY : WAUKEE
STATE/ZIP : IA 50263
MORTGAGE AMOUNT : 307,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 306,681.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,018.09 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031978299 MORTGAGORS: CHUPEK RICHARD
CHUPEK MARIESTELA
REGION CODE ADDRESS : 1827 NORTH CHRISTOPHER AVENUE
01 CITY : UPLAND
STATE/ZIP : CA 91784
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,937.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0070004528 MORTGAGORS: MCMAHON BRIAN
MCMAHON ALISON
REGION CODE ADDRESS : 184 WASHINGTON AVE
01 CITY : CHATHAM
STATE/ZIP : NJ 07928
MORTGAGE AMOUNT : 398,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 393,796.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,817.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 71.07143
----------------------------------------------------------------------------
0 0070219886 MORTGAGORS: HARRIS SUSAN
HARRIS ADAM
REGION CODE ADDRESS : 4 HUGUENOT DRIVE
01 CITY : LARCHMONT
STATE/ZIP : NY 10538
MORTGAGE AMOUNT : 625,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 625,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,263.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 65.78947
----------------------------------------------------------------------------
0 0070313986 MORTGAGORS: LEVIN JUDITH
REGION CODE ADDRESS : 7 THE BRAE
01 CITY : WOODBURY
STATE/ZIP : NY 11797
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 358,543.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,425.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 67.92453
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,974,200.00
P & I AMT: 13,461.49 UPB AMT: 1,968,021.32
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 150
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070354337 MORTGAGORS: MANELA BENJAMIN
MANELA DENISE
REGION CODE ADDRESS : 755 ROUTE 340
01 CITY : PALISADES
STATE/ZIP : NY 10964
MORTGAGE AMOUNT : 269,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,450.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,815.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 67.02736
----------------------------------------------------------------------------
0 0070364625 MORTGAGORS: SALHUS STEPHEN
SALHUS VICTORIA
REGION CODE ADDRESS : 3 BERRYHILL DRIVE
01 CITY : FORT SALONG
STATE/ZIP : NY 11768
MORTGAGE AMOUNT : 371,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 371,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,502.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 61.90000
----------------------------------------------------------------------------
0 0070424601 MORTGAGORS: WEGENER CURTIS
WEGENER VERONICA
REGION CODE ADDRESS : 4065 LOCUST AVENUE
01 CITY : LONG BEACH
STATE/ZIP : CA 90807
MORTGAGE AMOUNT : 246,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,612.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,680.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 77.45283
----------------------------------------------------------------------------
0 0070432547 MORTGAGORS: PURCELL FRANK
PURCELL JOAN
REGION CODE ADDRESS : 4818 WINNETKA AVENUE
01 CITY : WOODLAND HI
STATE/ZIP : CA 91364
MORTGAGE AMOUNT : 404,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 404,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,920.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/24
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0070436290 MORTGAGORS: MORISHITA ROBIN
MORISHITA SUSAN
REGION CODE ADDRESS : 2801 SEPULVEDA BOULEVARD #
01 CITY : TORRANCE
STATE/ZIP : CA 90505
MORTGAGE AMOUNT : 286,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,953.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.55556
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,577,550.00
P & I AMT: 10,871.61 UPB AMT: 1,575,862.44
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 151
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070443015 MORTGAGORS: LYNCH FRANK
LYNCH NANCY
REGION CODE ADDRESS : 1200 TOTTENHAM COURT
01 CITY : RESTON
STATE/ZIP : VA 20194
MORTGAGE AMOUNT : 387,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 387,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,608.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0070444690 MORTGAGORS: HACKETT JANE
REGION CODE ADDRESS : 340 ROSE HILL ROAD
01 CITY : WATER MILL
STATE/ZIP : NY 11976
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,754.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,995.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 46.15385
----------------------------------------------------------------------------
0 0070445390 MORTGAGORS: NOVAK STEVE
NOVAK SVATAVA
REGION CODE ADDRESS : 5737 FAIRVIEW PLACE
01 CITY : AGOURA HILL
STATE/ZIP : CA 91301
MORTGAGE AMOUNT : 294,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,880.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,955.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 45.23077
----------------------------------------------------------------------------
0 0070446240 MORTGAGORS: TAHARA MASAAKI
TAHARA DENISE
REGION CODE ADDRESS : 347 OLD COLONY ROAD
01 CITY : HARTSDALE
STATE/ZIP : NY 10530
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,851.89 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/24
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 63.24582
----------------------------------------------------------------------------
0 0070452396 MORTGAGORS: HARARY ELY
HARARY ROCHELLE
REGION CODE ADDRESS : 964 EAST 7TH STREET
01 CITY : BROOKLYN
STATE/ZIP : NY 11230
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 360,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,275.44 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 43.63636
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,606,200.00
P & I AMT: 10,687.87 UPB AMT: 1,605,834.80
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 152
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070462767 MORTGAGORS: RATHER MICHAEL
RATHER PATRICIA
REGION CODE ADDRESS : 369 GRIFFITHS SPRING
01 CITY : FLAGSTAFF
STATE/ZIP : AZ 86001
MORTGAGE AMOUNT : 242,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,630.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 45.66038
----------------------------------------------------------------------------
0 0070464375 MORTGAGORS: MCNABB TODD
MCNABB MARY
REGION CODE ADDRESS : 6367 OXBOW BEND
01 CITY : CHANHASSEN
STATE/ZIP : MN 55317
MORTGAGE AMOUNT : 306,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 306,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,035.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.58388
----------------------------------------------------------------------------
0 0070467162 MORTGAGORS: MASSINA RICHARD
MASSINA BARBRA
REGION CODE ADDRESS : 31 CHESTNUT STUMP ROAD
01 CITY : FORT SALONG
STATE/ZIP : NY 11768
MORTGAGE AMOUNT : 304,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 304,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,073.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.53364
----------------------------------------------------------------------------
0 0070472162 MORTGAGORS: SALTARELLI THOMAS
SALTARELLI DONNA
REGION CODE ADDRESS : 2212 PALERMO
01 CITY : TUSTIN
STATE/ZIP : CA 92680
MORTGAGE AMOUNT : 412,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 412,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,741.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0070474697 MORTGAGORS: FITZSIMMONS KATHLEEN
JAGER PAUL
REGION CODE ADDRESS : 653 SHORE ROAD
01 CITY : SEVERNA PAR
STATE/ZIP : MD 21146
MORTGAGE AMOUNT : 248,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,550.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,756.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/24
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.65506
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,512,550.00
P & I AMT: 10,237.80 UPB AMT: 1,512,550.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 153
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070476999 MORTGAGORS: MASSIMILIAN ROBERT
MASSIMILIAN KATHLEEN
REGION CODE ADDRESS : 1 GROSVENOR ROAD
01 CITY : TOWN OF BRI
STATE/ZIP : NY 14610
MORTGAGE AMOUNT : 279,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,857.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0070482120 MORTGAGORS: HOLEY BRETT
HOLEY SUSAN
REGION CODE ADDRESS : 319 RIVERSVILLE ROAD
01 CITY : GREENWICH
STATE/ZIP : CT 06830
MORTGAGE AMOUNT : 468,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 468,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,078.37 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.02844
----------------------------------------------------------------------------
0 0070484662 MORTGAGORS: WRIGLEY ROBERT
WRIGLEY ELIZABETH
REGION CODE ADDRESS : 420 MILL ROAD
01 CITY : HILLTOWN TO
STATE/ZIP : PA 19440
MORTGAGE AMOUNT : 400,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 400,750.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,666.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.33333
----------------------------------------------------------------------------
0 0070487301 MORTGAGORS: FINER ROBERT
FINER ELIZABETH
REGION CODE ADDRESS : 70 SAMROSE DRIVE
01 CITY : NOVATO
STATE/ZIP : CA 94945
MORTGAGE AMOUNT : 431,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 431,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,833.33 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.28309
----------------------------------------------------------------------------
0 0070491303 MORTGAGORS: UDEH STEVEN
UDEH ELIZABETH
REGION CODE ADDRESS : 48 ARLEN WAY
01 CITY : W HARTFORD
STATE/ZIP : CT 06117
MORTGAGE AMOUNT : 274,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,799.98 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.05405
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,853,850.00
P & I AMT: 12,235.40 UPB AMT: 1,853,850.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 154
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070493101 MORTGAGORS: DELA CRUZ BENNY
DELA CRUZ SHARLENE
REGION CODE ADDRESS : 94 1092 LUMIKULA STREET
01 CITY : WAIPAHU
STATE/ZIP : HI 96797
MORTGAGE AMOUNT : 271,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,739.08 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 79.88235
----------------------------------------------------------------------------
0 0070494125 MORTGAGORS: BEAULIEU DAVID
BEAULIEU MICHELLE
REGION CODE ADDRESS : 254 PEARSALL AVENUE
01 CITY : RIDGEWOOD
STATE/ZIP : NJ 07450
MORTGAGE AMOUNT : 336,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 336,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,179.29 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0070495569 MORTGAGORS: O'KEEFE FREDERICK
DANIELI PHYLLIS
REGION CODE ADDRESS : 30 PLEASANT STREET UNIT #3
01 CITY : WELLESLEY
STATE/ZIP : MA 02181
MORTGAGE AMOUNT : 303,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 303,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,990.49 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 63.12500
----------------------------------------------------------------------------
0 0070499652 MORTGAGORS: GELLERSON SHARON
GELLERSON STEPHEN
REGION CODE ADDRESS : 16532 WATERSIDE PLACE
01 CITY : HUGHESVILLE
STATE/ZIP : MD 20637
MORTGAGE AMOUNT : 286,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,459.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,883.41 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 82.62248
----------------------------------------------------------------------------
0 0070499934 MORTGAGORS: TAMAGNI JAMES
TAMAGNI DAWN
REGION CODE ADDRESS : 22315 BERRY DRIVE
01 CITY : SALINAS
STATE/ZIP : CA 93908
MORTGAGE AMOUNT : 297,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,904.93 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 56.13208
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,494,800.00
P & I AMT: 9,697.20 UPB AMT: 1,494,559.14
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 155
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070500830 MORTGAGORS: MARSHALL BRUCE
WADE EUGENE
REGION CODE ADDRESS : 41 MOUNTAINVIEW DRIVE
01 CITY : CHESTER
STATE/ZIP : NY 10918
MORTGAGE AMOUNT : 346,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 346,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,272.97 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 93.51351
----------------------------------------------------------------------------
0 0070501747 MORTGAGORS: ROCK LEE
ROCK CARI
REGION CODE ADDRESS : 19780 BRENTWOOD LANE
01 CITY : ELK RIVER
STATE/ZIP : MN 55330
MORTGAGE AMOUNT : 248,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,735.18 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/24
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.47112
----------------------------------------------------------------------------
0 0070503461 MORTGAGORS: YOUNG LARRY
YOUNG DIANE
REGION CODE ADDRESS : 10001 LAUREL SPRINGS AVENU
01 CITY : LAS VEGAS
STATE/ZIP : NV 89134
MORTGAGE AMOUNT : 274,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,783.00 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 71.40260
----------------------------------------------------------------------------
0 0070504584 MORTGAGORS: VENEZIA FRANK
VENEZIA EDITH
REGION CODE ADDRESS : 5070 ALTON ROAD
01 CITY : MIAMI BEACH
STATE/ZIP : FL 33141
MORTGAGE AMOUNT : 410,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 410,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,693.41 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 77.35849
----------------------------------------------------------------------------
0 0070506837 MORTGAGORS: DYER JAY
REGION CODE ADDRESS : 3307 DERONDA DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90068
MORTGAGE AMOUNT : 349,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,293.34 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 69.82000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,628,300.00
P & I AMT: 10,777.90 UPB AMT: 1,628,300.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 156
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070515861 MORTGAGORS: FORTUNATO JAMES
FORTUNATO JOAN
REGION CODE ADDRESS : 15 CENTENNIAL COURT
01 CITY : JAMESBURG
STATE/ZIP : NJ 08831
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,168.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/24
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.58824
----------------------------------------------------------------------------
0 0070522826 MORTGAGORS: LUKER RICHARD
LUKER JUDITH
REGION CODE ADDRESS : 722 PALM HAVEN AVENUE
01 CITY : SAN JOSE
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 484,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 484,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,346.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 68.72340
----------------------------------------------------------------------------
0 0070528591 MORTGAGORS: PRI TAL SHLOMO
PRI TAL RANDEE
REGION CODE ADDRESS : 302 EAST ORANGEWOOD AVENUE
01 CITY : PHOENIX
STATE/ZIP : AZ 85020
MORTGAGE AMOUNT : 252,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,701.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.16667
----------------------------------------------------------------------------
0 0070529714 MORTGAGORS: MAISANO ANTHONY
MAISANO ALICE
REGION CODE ADDRESS : 42 POND HILL ROAD
01 CITY : CHAPPAQUA
STATE/ZIP : NY 10514
MORTGAGE AMOUNT : 250,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,665.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0070530589 MORTGAGORS: BLACKLEDGE DAVID
SHEANE GENEVIEVE
REGION CODE ADDRESS : 3412 CAMINO ALEGRE
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 326,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,199.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 78.65060
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,613,900.00
P & I AMT: 11,081.49 UPB AMT: 1,613,900.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 157
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070532577 MORTGAGORS: PALMER THOMAS
PALMER PAMELA
REGION CODE ADDRESS : 1092 BROOKVIEW AVENUE
01 CITY : THOUSAND OA
STATE/ZIP : CA 91361
MORTGAGE AMOUNT : 277,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,866.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 69.25000
----------------------------------------------------------------------------
0 0070534219 MORTGAGORS: HART JACK
HART ROSE
REGION CODE ADDRESS : 476 W LAKE SAMMAMISH PARKW
01 CITY : BELLEVUE
STATE/ZIP : WA 98008
MORTGAGE AMOUNT : 271,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,872.37 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/24
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 30.97143
----------------------------------------------------------------------------
0 0070534425 MORTGAGORS: ESTRADA STEVEN
ESTRADA LORI
REGION CODE ADDRESS : 151 153 AVOCADO STREET
01 CITY : ENCINITAS
STATE/ZIP : CA 92024
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 350,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,358.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 47.94521
----------------------------------------------------------------------------
0 0070535687 MORTGAGORS: LENTINI CARLTON
LENTINI LINDA
REGION CODE ADDRESS : 5 CASTLE DRIVE
01 CITY : WILMINGTON
STATE/ZIP : MA 01887
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,724.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.13699
----------------------------------------------------------------------------
0 0070549332 MORTGAGORS: BELTON KIMBERLY
REGION CODE ADDRESS : 59 BLACKBERRY DRIVE
01 CITY : STAMFORD
STATE/ZIP : CT 06903
MORTGAGE AMOUNT : 387,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 387,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,118.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/19
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 77.42000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,541,100.00
P & I AMT: 10,939.75 UPB AMT: 1,541,100.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 158
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070550595 MORTGAGORS: SULLIVAN JOHN
SULLIVAN MARY
REGION CODE ADDRESS : 95 ADAMS STREET
01 CITY : GARDEN CITY
STATE/ZIP : NY 11530
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,862.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0070551783 MORTGAGORS: EDEN JOHN
EDEN NANCY
REGION CODE ADDRESS : 125 RABBIT RUN ROAD
01 CITY : SEWELL
STATE/ZIP : NJ 08080
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,873.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 89.33333
----------------------------------------------------------------------------
0 0070556410 MORTGAGORS: DANIEL MARSHALL
DANIEL SUSAN
REGION CODE ADDRESS : 3044 SABINE HILL AVENUE
01 CITY : HENDERSON
STATE/ZIP : NV 89012
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,855.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.55556
----------------------------------------------------------------------------
0 0070556535 MORTGAGORS: SHIMEK BEN
SHIMEK PATRICIA
REGION CODE ADDRESS : 10 MADRONA AVENUE
01 CITY : ROSS
STATE/ZIP : CA 94957
MORTGAGE AMOUNT : 575,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 575,350.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,924.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 66.13218
----------------------------------------------------------------------------
0 0070558325 MORTGAGORS: MADSEN MATTHEW
PAWLIKOWSKI LYNN
REGION CODE ADDRESS : 14 HIGH MOUNTAIN TRAIL
01 CITY : LINCOLN PAR
STATE/ZIP : NJ 07035
MORTGAGE AMOUNT : 256,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,748.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 73.22857
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,651,650.00
P & I AMT: 11,265.58 UPB AMT: 1,651,650.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 159
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070560453 MORTGAGORS: ZHU DANDAN
PREIZLER JON
REGION CODE ADDRESS : 1417 QUEEN ANNE AVE NORTH
01 CITY : SEATTLE
STATE/ZIP : WA 98109
MORTGAGE AMOUNT : 251,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,609.74 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 78.56250
----------------------------------------------------------------------------
0 0070562178 MORTGAGORS: BACCARO CARL
NASSANEY JOSEPH
REGION CODE ADDRESS : 426 CENTRE STREET
01 CITY : SOUTH ORANG
STATE/ZIP : NJ 07079
MORTGAGE AMOUNT : 259,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,788.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 60.94118
----------------------------------------------------------------------------
0 0070562244 MORTGAGORS: RIGGS ELIZABETH
REGION CODE ADDRESS : 19018 CATTAIL LANE
01 CITY : POOLESVILLE
STATE/ZIP : MD 20837
MORTGAGE AMOUNT : 260,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,301.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,799.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 72.36111
----------------------------------------------------------------------------
0 0070562806 MORTGAGORS: SCARONI JAMES
SCARONI LYNNETTE
REGION CODE ADDRESS : 5740 W GREENTREE DRIVE
01 CITY : SOMIS
STATE/ZIP : CA 93066
MORTGAGE AMOUNT : 398,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,750.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 74.58801
----------------------------------------------------------------------------
0 0070573845 MORTGAGORS: BLACK WILLIAM
BLACK DEBRA
REGION CODE ADDRESS : 9321 SAWYER STREET
01 CITY : LOS ANGELES
STATE/ZIP : CA 90035
MORTGAGE AMOUNT : 412,868.00 OPTION TO CONVERT :
UNPAID BALANCE : 412,868.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,851.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 63.51815
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,582,068.00
P & I AMT: 10,800.34 UPB AMT: 1,581,869.78
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 160
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070581038 MORTGAGORS: LOPEZ LORENZO
LOPEZ PHYLLIS
REGION CODE ADDRESS : 3707 WEST 225TH STREET
01 CITY : TORRANCE
STATE/ZIP : CA 90505
MORTGAGE AMOUNT : 249,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,700.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,724.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.73654
----------------------------------------------------------------------------
0 0070587746 MORTGAGORS: DIAZ CARREY DOLORES
REGION CODE ADDRESS : 1415 MARIANNA ROAD
01 CITY : PASADENA
STATE/ZIP : CA 91105
MORTGAGE AMOUNT : 258,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,830.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 69.89189
----------------------------------------------------------------------------
0 0070592019 MORTGAGORS: KOLENUT MICHAEL
KOLENUT COLLEEN
REGION CODE ADDRESS : 306 PULIS AVENUE
01 CITY : FRANKLIN LA
STATE/ZIP : NJ 07417
MORTGAGE AMOUNT : 253,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,772.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 70.41667
----------------------------------------------------------------------------
0 0070596028 MORTGAGORS: DALE RICHARD
DALE VALLA
REGION CODE ADDRESS : 23685 GLENBROOK LANE
01 CITY : HAYWARD
STATE/ZIP : CA 94541
MORTGAGE AMOUNT : 275,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,926.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0070601927 MORTGAGORS: ALLEN MARK
ALLEN THERESA
REGION CODE ADDRESS : 6070 RIVERCHASE CIRCLE
01 CITY : ATLANTA
STATE/ZIP : GA 30328
MORTGAGE AMOUNT : 345,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,050.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,383.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 71.14433
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,382,350.00
P & I AMT: 9,636.99 UPB AMT: 1,382,350.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 161
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070603626 MORTGAGORS: KELLEY KENNETH
KELLEY KATHRYN
REGION CODE ADDRESS : 7703 SOUTH ELM COURT
01 CITY : LITTLETON
STATE/ZIP : CO 80122
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,671.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 71.84751
----------------------------------------------------------------------------
0 0070604343 MORTGAGORS: KATZ HOWARD
KATZ ALISA
REGION CODE ADDRESS : 2429 NOTTINGHAM AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90027
MORTGAGE AMOUNT : 626,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 626,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,217.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.08284
----------------------------------------------------------------------------
0 0070605449 MORTGAGORS: ROBLEK CARL
REGION CODE ADDRESS : 2981 PLAYER LANE
01 CITY : TUSTIN
STATE/ZIP : CA 92782
MORTGAGE AMOUNT : 253,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,773.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0070606009 MORTGAGORS: POTTER JEFFREY
POTTER HOPE
REGION CODE ADDRESS : 3808 PAMAY DRIVE
01 CITY : MECHANICSBU
STATE/ZIP : PA 17055
MORTGAGE AMOUNT : 283,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,930.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 73.31606
----------------------------------------------------------------------------
0 0070606678 MORTGAGORS: ANGLE TIMOTHY
FACER BERNICE
REGION CODE ADDRESS : 800 WEST RIDEOUT WAY
01 CITY : FULLERTON
STATE/ZIP : CA 92835
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,021.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 68.96552
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,707,600.00
P & I AMT: 11,613.74 UPB AMT: 1,707,600.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 162
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070607460 MORTGAGORS: KRUMM MICHAEL
KRUMM CHERYL
REGION CODE ADDRESS : 13790 ELKHART ROAD
01 CITY : APPLE VALLE
STATE/ZIP : MN 55124
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,761.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0070611017 MORTGAGORS: KELLY MARGARET
REGION CODE ADDRESS : 2311 LITTLER LANE
01 CITY : OCEANSIDE
STATE/ZIP : CA 92056
MORTGAGE AMOUNT : 294,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,005.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 71.70732
----------------------------------------------------------------------------
0 0070612577 MORTGAGORS: POWERS JAMES
POWERS GAIL
REGION CODE ADDRESS : 3131 WOODSTONE COURT
01 CITY : THOUSAND OA
STATE/ZIP : CA 91360
MORTGAGE AMOUNT : 256,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,771.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 76.56716
----------------------------------------------------------------------------
0 0070613518 MORTGAGORS: SHANKS ALANE
SOLOMONS JEREMY
REGION CODE ADDRESS : 31 LOVELAND RD
01 CITY : BROOKLINE
STATE/ZIP : MA 02446
MORTGAGE AMOUNT : 258,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,738.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.88235
----------------------------------------------------------------------------
0 0070613955 MORTGAGORS: VILLANUEVA FRANCISCO
VILLANUEVA LILIANA
REGION CODE ADDRESS : 640 REINANTE AVENUE
01 CITY : CORAL GABLE
STATE/ZIP : FL 33156
MORTGAGE AMOUNT : 362,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 362,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,861.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/19
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 61.35593
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,425,500.00
P & I AMT: 10,137.75 UPB AMT: 1,425,500.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 163
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070617915 MORTGAGORS: STERLING SCOTT
STERLING SUSAN
REGION CODE ADDRESS : 10508 STREAMVIEW COURT
01 CITY : POTOMAC
STATE/ZIP : MD 20854
MORTGAGE AMOUNT : 290,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,980.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 67.51163
----------------------------------------------------------------------------
0 0070624515 MORTGAGORS: POWELL GREGORY
POWELL CAROL
REGION CODE ADDRESS : 88 CARRIAGE ROAD
01 CITY : WILTON
STATE/ZIP : CT 06897
MORTGAGE AMOUNT : 485,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 485,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,186.10 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.50820
----------------------------------------------------------------------------
0 0070626791 MORTGAGORS: JACKSON NORMAN
JACKSON JULIA
REGION CODE ADDRESS : 400 DAROCA
01 CITY : LONG BEACH
STATE/ZIP : CA 90803
MORTGAGE AMOUNT : 341,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 341,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,298.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0070627948 MORTGAGORS: VAILLANCOURT GUY
WALUTO LUDMILA
REGION CODE ADDRESS : 171 ALPINE TERRACE
01 CITY : SAN FRANCIS
STATE/ZIP : CA 94117
MORTGAGE AMOUNT : 410,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 410,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,831.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 62.12121
----------------------------------------------------------------------------
0 0070629209 MORTGAGORS: NOGA RAYMOND
NOGA KAREN
REGION CODE ADDRESS : 12015 CAPTAINS LANDING
01 CITY : NORTH PALM
STATE/ZIP : FL 33408
MORTGAGE AMOUNT : 720,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 720,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,911.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 015
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,246,400.00
P & I AMT: 15,207.95 UPB AMT: 2,246,400.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 164
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070635396 MORTGAGORS: HUNTINGTON RICHARD
HUNTINGTON BETTY
REGION CODE ADDRESS : 5761 RUTGERS ROAD
01 CITY : LA JOLLA
STATE/ZIP : CA 92037
MORTGAGE AMOUNT : 429,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 429,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,860.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 47.76667
----------------------------------------------------------------------------
0 0070635602 MORTGAGORS: HUFF ERIC
HUFF CHRISTIE
REGION CODE ADDRESS : 13028 SEA GROVE STREET
01 CITY : SAN DIEGO
STATE/ZIP : CA 92130
MORTGAGE AMOUNT : 379,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 379,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,585.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 57.86260
----------------------------------------------------------------------------
0 0070635610 MORTGAGORS: SMITH EDWARD
SMITH LINDA
REGION CODE ADDRESS : 2520 VICTORIA CIRCLE
01 CITY : ALPINE
STATE/ZIP : CA 91901
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,660.41 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 73.14286
----------------------------------------------------------------------------
0 0070635966 MORTGAGORS: ART NANCY
ART JAMES
REGION CODE ADDRESS : 5371 CALUMET AVENUE
01 CITY : LA JOLLA
STATE/ZIP : CA 92037
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 330,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,223.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 43.70861
----------------------------------------------------------------------------
0 0070636113 MORTGAGORS: VARNER ROBERT
VARNER JACQUETTA
REGION CODE ADDRESS : 17639 MUIR LANE
01 CITY : SUNRIVER
STATE/ZIP : OR 97707
MORTGAGE AMOUNT : 311,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,201.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 64.79167
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,705,900.00
P & I AMT: 11,530.51 UPB AMT: 1,705,900.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 165
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070637632 MORTGAGORS: STANLEY ALVIN
REGION CODE ADDRESS : 120 VIA LAGO
01 CITY : LOS GATOS
STATE/ZIP : CA 95030
MORTGAGE AMOUNT : 267,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,754.00 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 63.42043
----------------------------------------------------------------------------
0 0070637780 MORTGAGORS: COLVIN DONAL JOCELYN
DONALD EDWARD
REGION CODE ADDRESS : 5264 TRACTOR LANE
01 CITY : FAIRFAX
STATE/ZIP : VA 22030
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,046.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.45393
----------------------------------------------------------------------------
0 0070638739 MORTGAGORS: KROEZE ROGER
KROEZE DIANE
REGION CODE ADDRESS : 558 ALDEN LANE
01 CITY : LIVERMORE
STATE/ZIP : CA 94550
MORTGAGE AMOUNT : 416,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 416,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,802.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0070640438 MORTGAGORS: TOME MICHAEL
REGION CODE ADDRESS : 7441 DEL ZURO DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90046
MORTGAGE AMOUNT : 848,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 848,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,641.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 015
LTV : 69.22449
----------------------------------------------------------------------------
0 0070640834 MORTGAGORS: SINDICI GREGG
SINDICI MARY
REGION CODE ADDRESS : 418 SYLVERGATE AVENUE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92106
MORTGAGE AMOUNT : 568,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 568,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,874.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 59.78947
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,399,000.00
P & I AMT: 16,119.73 UPB AMT: 2,399,000.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 166
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070641378 MORTGAGORS: LEE THOMAS
GHARIB SOHEYLA
REGION CODE ADDRESS : 638 BLUE HILL AVENUE
01 CITY : MILTON
STATE/ZIP : MA 02186
MORTGAGE AMOUNT : 794,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 794,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,216.01 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 015
LTV : 67.86325
----------------------------------------------------------------------------
0 0070641840 MORTGAGORS: CASSIDY JAMES
CASSIDY CHRISTINA
REGION CODE ADDRESS : 5391 CHARLOTTE WAY
01 CITY : LIVERMORE
STATE/ZIP : CA 94550
MORTGAGE AMOUNT : 280,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,250.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,983.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0070641931 MORTGAGORS: VAN ALSTYNE WILLIAM
REGION CODE ADDRESS : 455 SUMNER AVENUE
01 CITY : APTOS
STATE/ZIP : CA 95003
MORTGAGE AMOUNT : 256,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,793.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 74.34783
----------------------------------------------------------------------------
0 0070642517 MORTGAGORS: WEIGT GEORGE
WEIGT HOLLY
REGION CODE ADDRESS : 3634 THORNHILL DRIVE
01 CITY : LIVERMORE
STATE/ZIP : CA 94550
MORTGAGE AMOUNT : 370,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 370,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,492.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.47619
----------------------------------------------------------------------------
0 0070645130 MORTGAGORS: RABITO EMILE
RABITO CHERYL
REGION CODE ADDRESS : 1631 RAINBOW KNOLL
01 CITY : CHINO HILLS
STATE/ZIP : CA 91709
MORTGAGE AMOUNT : 295,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,987.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.30108
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,995,750.00
P & I AMT: 13,473.32 UPB AMT: 1,995,750.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 167
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070645932 MORTGAGORS: CASSINI BRUN ROBERT
CASSINI BRUN COLLEEN
REGION CODE ADDRESS : 11010 EXPOSITION BLVD
01 CITY : LOS ANGELES
STATE/ZIP : CA 90064
MORTGAGE AMOUNT : 280,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,866.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.01408
----------------------------------------------------------------------------
0 0070647409 MORTGAGORS: RINZLER JAMES
RINZLER MELISSA
REGION CODE ADDRESS : 68 SLEEPYHOLLOW ROAD
01 CITY : BRIARCLIFF
STATE/ZIP : NY 10510
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 650,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,162.02 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 68.78307
----------------------------------------------------------------------------
0 0070647425 MORTGAGORS: MAGNESS STEPHEN
REGION CODE ADDRESS : 2537 OUTPOST DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90068
MORTGAGE AMOUNT : 472,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 472,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,179.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 69.92593
----------------------------------------------------------------------------
0 0070649231 MORTGAGORS: TILLES STEPHEN
TILLES REBECCA
REGION CODE ADDRESS : 4039 COHO LANE
01 CITY : LAKE OSWEGO
STATE/ZIP : OR 97034
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,910.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.51935
----------------------------------------------------------------------------
0 0070649694 MORTGAGORS: LAFFER PAUL
LAFFER PHYLLIS
REGION CODE ADDRESS : 87 HARWICH ROAD
01 CITY : NEWTON
STATE/ZIP : MA 02467
MORTGAGE AMOUNT : 352,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 352,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,341.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,034,500.00
P & I AMT: 13,460.09 UPB AMT: 2,034,500.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 168
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070650072 MORTGAGORS: BROCK JOHN
BROCK MARGARET
REGION CODE ADDRESS : 20612 NE 142ND STREET
01 CITY : WOODINVILLE
STATE/ZIP : WA 98072
MORTGAGE AMOUNT : 303,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 303,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,066.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.70130
----------------------------------------------------------------------------
0 0070650809 MORTGAGORS: STILES STEPHEN
STILES JEAN
REGION CODE ADDRESS : 428 DOROTHY AVENUE
01 CITY : VENTURA
STATE/ZIP : CA 93003
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,182.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0070651021 MORTGAGORS: ROCK CECIL
ROCK SABRINA
REGION CODE ADDRESS : 26114 HWY 36
01 CITY : CHESHIRE
STATE/ZIP : OR 97419
MORTGAGE AMOUNT : 332,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 332,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,264.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0070652052 MORTGAGORS: BETTIS CARL
BETTIS MIKKI
REGION CODE ADDRESS : 30600 DE PORTOLA ROAD
01 CITY : TEMECULA
STATE/ZIP : CA 92592
MORTGAGE AMOUNT : 279,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,832.83 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 66.42857
----------------------------------------------------------------------------
0 0070652714 MORTGAGORS: HEBERT JAY
HEBERT ANN
REGION CODE ADDRESS : 2416 DALADIER DRIVE
01 CITY : RANCHO PALO
STATE/ZIP : CA 90275
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,995.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 40.81633
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,534,000.00
P & I AMT: 10,343.52 UPB AMT: 1,534,000.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 169
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070652805 MORTGAGORS: BIEGLER STEVEN
BIEGLER MARIA
REGION CODE ADDRESS : 6556 BLUEBONNET DRIVE
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 364,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 364,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,514.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 67.40741
----------------------------------------------------------------------------
0 0070652854 MORTGAGORS: FOGELQUIST LARRY
BAUER DONNA
REGION CODE ADDRESS : 1170 WHISPERING PINES DRIV
01 CITY : SCOTTS VALL
STATE/ZIP : CA 95066
MORTGAGE AMOUNT : 312,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,054.87 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0070653795 MORTGAGORS: EDGARIAN GLENN
EDGARIAN BARBARA
REGION CODE ADDRESS : 2940 AVENIDA VALERA
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 293,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,048.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 76.10390
----------------------------------------------------------------------------
0 0070653944 MORTGAGORS: BROCK JOHN
FRIEDMAN JENNIFER
REGION CODE ADDRESS : 2575 CRESTON DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90068
MORTGAGE AMOUNT : 386,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 386,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,666.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 77.97980
----------------------------------------------------------------------------
0 0070654686 MORTGAGORS: ZOLFARELLI PAUL
ZOLFARELLI JANICE
REGION CODE ADDRESS : 2283 SEA EAGLE COURT
01 CITY : PLEASANTON
STATE/ZIP : CA 94566
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,072.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.09346
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,655,800.00
P & I AMT: 11,355.67 UPB AMT: 1,655,800.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 170
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070659776 MORTGAGORS: CRITCHLOW ERIC
CRITCHLOW DANA
REGION CODE ADDRESS : 21615 NE 97TH PL
01 CITY : REDMOND
STATE/ZIP : WA 98053
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,773.71 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 48.64865
----------------------------------------------------------------------------
0 0070660527 MORTGAGORS: PHAIR BRIAN
PHAIR HEIDI
REGION CODE ADDRESS : 13216 MUIR DRIVE NW
01 CITY : GIG HARBOR
STATE/ZIP : WA 98332
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,043.08 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0070661335 MORTGAGORS: MOLANDER MARK
MOLANDER LINDA
REGION CODE ADDRESS : 8311 LORENZO WAY
01 CITY : BEN LOMOND
STATE/ZIP : CA 95005
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,021.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 78.94737
----------------------------------------------------------------------------
0 0070661533 MORTGAGORS: WUSTMAN JEFFREY
WUSTMAN RENE
REGION CODE ADDRESS : 2717 SOCORRO LANE
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 240,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,050.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,617.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 64.01333
----------------------------------------------------------------------------
0 0070665062 MORTGAGORS: MAPLES VALERIE
REGION CODE ADDRESS : 6 BRONCO STREET
01 CITY : TRABUCO CAN
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 281,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,942.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 89.98400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,406,250.00
P & I AMT: 9,397.39 UPB AMT: 1,406,250.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990230 01 03
PAGE: 171
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070670997 MORTGAGORS: CARNOCHAN JOHN
LEVITT KATHY
REGION CODE ADDRESS : 11414 CHENAULT STREET
01 CITY : LOS ANGELES
STATE/ZIP : CA 90049
MORTGAGE AMOUNT : 406,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 406,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,769.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.24221
----------------------------------------------------------------------------
0 0070675707 MORTGAGORS: WALKER ANDREW
ARMAS ORLANDO
REGION CODE ADDRESS : 8280-8282 WEST 4TH STREET
01 CITY : LOS ANGELES
STATE/ZIP : CA 90048
MORTGAGE AMOUNT : 444,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 444,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,959.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0070680830 MORTGAGORS: ZITNAY THEODORE
ZITNAY LISA
REGION CODE ADDRESS : 9225 VISTA DEL MONTE CT
01 CITY : GILROY
STATE/ZIP : CA 95020
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 360,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,364.94 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 3 LOAN AMT: 1,210,800.00
P & I AMT: 8,093.85 UPB AMT: 1,210,800.00
0 TOTAL NUM OF LOANS: 853 LOAN AMT: 293,438,363.86
P & I AMT: 1,991,543.55 UPB AMT: 293,121,871.36
<PAGE>
EXHIBIT D
FORM OF SERVICER'S CERTIFICATE
________________, ______
(month) (year)
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC Multi-Class Pass-Through Certificates,
Series 1999-2
Pursuant to the Pooling and Servicing Agreement dated as of February 1,
1999 (the "Agreement") between GE Capital Mortgage Services, Inc. (the
"Company"), and State Street Bank and Trust Company (the "Trustee"), governing
the Certificates referred to above, the Company hereby certifies to the Trustee:
With respect to the Agreement and as of the Determination Date for this
month:
A. Mortgage Loan Information:
(1) Aggregate Scheduled Monthly Payments:
(a) Principal $________
(b) Interest $________
(c) Total $________
(2) Aggregate Monthly Payments received and Monthly
Advances made this Month:
(a) Principal $________
(b) Interest $________
(c) Total $________
(3) Aggregate Principal Prepayments in part received and
applied in the applicable Prepayment Period:
(a) Principal $________
(b) Interest $________
(c) Total $________
(4) Aggregate Principal Prepayments in full received in
the applicable Prepayment Period:
(a) Principal $________
(b) Interest $________
(c) Total $________
(5) Aggregate Insurance Proceeds (including purchases
of Mortgage Loans by primary mortgage insurers) for
prior month:
(a) Principal $________
(b) Interest $________
(c) Total $________
(6) Aggregate Liquidation Proceeds for prior month:
(a) Principal $________
(b) Interest $________
(c) Total $________
(7) Aggregate Purchase Prices for Defaulted 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 A1 $__________ $__________ ____%
Class A2 $__________ $__________ ____%
Class A3 $__________ $__________ ____%
Class A4 $__________ $__________ ____%
Class M $__________ $__________ ____%
Class B1 $__________ $__________ ____%
Class B2 $__________ $__________ ____%
Class B3 $__________ $__________ ____%
Class B4 $__________ $__________ ____%
Class B5 $__________ $__________ ____%
Class R $__________ $__________ ____%
(15) Principal distributable:
Class A1 $__________
Class A2 $__________
Class A3 $__________
Class A4 $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
(16) Additional distributions to the Class R Certificate
pursuant to Section 4.01(b):
Class R $__________
(17) Distributions Allocable to Unanticipated Recoveries:
Class A1 __________
Class A2 __________
Class A3 __________
Class A4 __________
Class PO __________
Class M __________
Class B1 __________
Class B2 __________
Class B3 __________
Class B4 __________
Class B5 __________
Class R __________
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. Group II Senior Percentage for such
Distribution Date: _____________%
6. Group II Senior Scheduled Distribution
Percentage for such Distribution Date: _____________%
7. Group II Senior Prepayment Distribution
Percentage for such Distribution Date: _____________%
8. Subordinate Certificate Writedown Amount
for such Distribution Date: $_____________
9. Prepayment Distribution
Triggers satisfied: Yes No
Class B1 _____ _____
Class B2 _____ _____
Class B3 _____ _____
Class B4 _____ _____
Class B5 _____ _____
10. Base Servicing Fee: $___________
11. Supplemental Servicing Fee: $___________
Capitalized terms used in this Certificate shall have the same meanings as
in the Agreement.
<PAGE>
EXHIBIT E
FORM OF TRANSFER CERTIFICATE AS TO ERISA MATTERS FOR
DEFINITIVE ERISA-RESTRICTED CERTIFICATES
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
Boston, Massachusetts 02110
[NAME OF OFFICER] ______________________ hereby certifies that:
1. That he [she] is [title of officer] ___________________________________
of [name of Investor] _______________________________________ (the "Investor"),
a __________ ______________________ [description of type of entity] duly
organized and existing under the laws of the [State of ____________] [United
States], on behalf of which he [she] makes this affidavit.
2. The Investor (i) is not, and on ________________ [insert date of
transfer of Certificate to Investor] will not be, and on such date will not be
investing the funds of, an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or a plan subject
to Section 4975 of the Code or (ii) is an insurance company investing assets of
its general account and the exemptions provided by Section III(a) of Department
of Labor Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35925 (July
12, 1995) (the "Exemptions") apply to the Investor's acquisition and holding or
any ERISA-Restricted Certificate.
3. The Investor hereby acknowledges that under the terms of the Pooling and
Servicing Agreement (the "Agreement") between State Street Bank and Trust
Company, as Trustee and GE Capital Mortgage Services, Inc., dated as of February
1, 1999, no transfer of any ERISA-Restricted Certificate shall be permitted to
be made to any person unless the Trustee has received (i) a certificate from
such transferee to the effect that (x) such transferee is not an employee
benefit plan subject to ERISA or a plan subject to Section 4975 of the Code (a
"Plan") and is not using the assets of any such employee benefit or other plan
to acquire any such Certificate or (y) such transferee is an insurance company
investing assets of its general account and the Exemptions apply to such
transferee's acquisition and holding of any such Certificate or (ii) an opinion
of counsel satisfactory to the Trustee to the effect that the purchase and
holding of any such Certificate will not constitute or result in the assets of
the Trust Fund created by the Agreement being deemed to be "plan assets" and
subject to the prohibited transaction provisions of ERISA or Section 4975 of the
Code and will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement (provided, however, that the
Trustee will not require such certificate or opinion in the event that, as a
result of change of law or otherwise, counsel satisfactory to the Trustee has
rendered an opinion to the effect that the purchase and holding of any such
Certificate by a Plan or a Person that is purchasing or holding any such
Certificate with the assets of a Plan will not constitute or result in a
prohibited transaction under ERISA or Section 4975 of the Code).
[4. The ERISA-Restricted Certificates shall be registered in the name of
______________________________________________ as nominee for the Investor.]
IN WITNESS WHEREOF, the Investor has caused this instrument to be executed on
its behalf, pursuant to authority of its Board of Directors, by its [title of
officer] __________________ and its corporate seal to be hereunder attached,
attested by its [Assistant] Secretary, this ____ day of _________, 199_.
______________________________________
[name of Investor]
By:___________________________________
Name:
Title:
The undersigned hereby
acknowledges that it is holding
and will hold the ERISA-Restricted
Certificates at the exclusive
direction of and as nominee of
the Investor named above.
_______________________________
[name of nominee]
By:____________________________
Name:
Title:
<PAGE>
EXHIBIT F
FORM OF RESIDUAL CERTIFICATE TRANSFEREE AFFIDAVIT
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], _________________ being first duly sworn, deposes and says:
1. That he [she] is [title of officer] ________________________ of [name of
Purchaser] _________________________________________ (the "Purchaser"), a
_________________ ____________________ [description of type of entity] duly
organized and existing under the laws of the [State of __________] [United
States], on behalf of which he [she] makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within the
meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
(the "Code") and will not be a "disqualified organization" as of [date of
transfer], and that the Purchaser is not acquiring a Residual Certificate (as
defined below) for the account of, or as agent (including a broker, nominee, or
other middleman) for, any person or entity from which it has not received an
affidavit substantially in the form of this affidavit. For these purposes, a
"disqualified organization" means the United States, any state or political
subdivision thereof, any foreign government, any international organization, any
agency or instrumentality of any of the foregoing (other than an instrumentality
if all of its activities are subject to tax and a majority of its board of
directors is not selected by such governmental entity), any cooperative
organization furnishing electric energy or providing telephone service to
persons in rural areas as described in Code Section 1381(a)(2)(C), or any
organization (other than a farmers' cooperative described in Code Section 521)
that is exempt from federal income tax unless such organization is subject to
the tax on unrelated business income imposed by Code Section 511. As used
herein, "Residual Certificate" means any Certificate designated as a "Class R
Certificate" of GE Capital Mortgage Services, Inc.'s REMIC Multi-Class
Pass-Through Certificates, Series 1999-2.
4. That the Purchaser is not, and on __________ [insert date of transfer of
Residual Certificate to Purchaser] will not be, and is not and on such date will
not be investing the assets of, an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan subject
to Code Section 4975 or a person or entity that is using the assets of any
employee benefit plan or other plan to acquire a Residual Certificate.
5. That the Purchaser hereby acknowledges that under the terms of the
Pooling and Servicing Agreement (the "Agreement") between State Street Bank and
Trust Company, as Trustee, and GE Capital Mortgage Services, Inc., dated as of
February 1, 1999, no transfer of the Residual Certificates shall be permitted to
be made to any person unless the Trustee has received a certificate from such
transferee to the effect that such transferee is not an employee benefit plan
subject to ERISA or a plan subject to Section 4975 of the Code and is not using
the assets of any employee benefit plan or other plan to acquire Residual
Certificates.
6. That the Purchaser does not hold REMIC residual securities as nominee to
facilitate the clearance and settlement of such securities through electronic
book-entry changes in accounts of participating organizations (such entity, a
"Book-Entry Nominee").
7. That the Purchaser does not have the intention to impede the assessment
or collection of any federal, state or local taxes legally required to be paid
with respect to such Residual Certificate.
8. That the Purchaser will not transfer a Residual Certificate to any
person or entity (i) as to which the Purchaser has actual knowledge that the
requirements set forth in paragraph 3, paragraph 6 or paragraph 10 hereof are
not satisfied or that the Purchaser has reason to believe does not satisfy the
requirements set forth in paragraph 7 hereof, and (ii) without obtaining from
the prospective Purchaser an affidavit substantially in this form and providing
to the Trustee a written statement substantially in the form of Exhibit G to the
Agreement.
9. That the Purchaser understands that, as the holder of a Residual
Certificate, the Purchaser may incur tax liabilities in excess of any cash flows
generated by the interest and that it intends to pay taxes associated with
holding such Residual Certificate as they become due.
10. That the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S.
Person that holds a Residual Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor and
the Trustee with an effective Internal Revenue Service Form 4224 or successor
form at the time and in the manner required by the Code or (iii) is a Non-U.S.
Person that has delivered to both the transferor and the Trustee an opinion of a
nationally recognized tax counsel to the effect that the transfer of such
Residual Certificate to it is in accordance with the requirements of the Code
and the regulations promulgated thereunder and that such transfer of a Residual
Certificate will not be disregarded for federal income tax purposes. "Non-U.S.
Person" means an individual, corporation, partnership or other person other than
(i) a citizen or resident of the United States; (ii) a corporation (or entity
treated as a corporation for tax purposes) created or organized in the United
States or under the laws of the United States or of any state thereof,
including, for this purpose, the District of Columbia; (iii) a partnership (or
entity treated as a partnership for tax purposes) organized in the United States
or under the laws of the United States or of any state thereof, including, for
this purpose, the District of Columbia (unless provided otherwise by future
Treasury regulations); (iv) an estate whose income is includible in gross income
for United States income tax purposes regardless of its source; or (v) a trust,
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more U.S. Persons have authority to
control all substantial decisions of the trust. Notwithstanding the last clause
of the preceding sentence, to the extent provided in Treasury regulations,
certain trusts in existence on August 20, 1996, and treated as U.S. Persons
prior to such date, may elect to continue to be U.S. Persons.
11. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of any Residual Certificate to such a "disqualified organization," an
agent thereof, a Book-Entry Nominee, or a person that does not satisfy the
requirements of paragraph 7 and paragraph 10 hereof.
12. That the Purchaser consents to the designation of the Company as its
agent to act as "tax matters person" of the Trust Fund, pursuant to the Pooling
and Servicing Agreement.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [title of
officer] this _____ day of __________, 19__.
_________________________________
[name of Purchaser]
By:______________________________
Name:
Title:
Personally appeared before me the above-named [name of officer]
________________, known or proved to me to be the same person who executed the
foregoing instrument and to be the [title of officer] _________________ of the
Purchaser, and acknowledged to me that he [she] executed the same as his [her]
free act and deed and the free act and deed of the Purchaser.
Subscribed and sworn before me this _____ day of __________, 19__.
NOTARY PUBLIC
______________________________
COUNTY OF_____________________
STATE OF______________________
My commission expires the _____ day of __________, 19__.
<PAGE>
EXHIBIT G
[LETTER FROM TRANSFEROR OF RESIDUAL CERTIFICATE]
___________________
Date
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
8th Floor
Boston, Massachusetts 02110
Re: GE Capital Mortgage Services, Inc.
REMIC Multi-Class Pass-Through
Certificates, Series 1999-2
Ladies and Gentlemen:
_______________________ (the "Transferor") has reviewed the attached
affidavit of _____________________________ (the "Transferee"), and has no actual
knowledge that such affidavit is not true and has no reason to believe that the
information contained in paragraph 7 thereof is not true, and has no reason to
believe that the Transferee has the intention to impede the assessment or
collection of any federal, state or local taxes legally required to be paid with
respect to a Residual Certificate. In addition, the Transferor has conducted a
reasonable investigation at the time of the transfer and found that the
Transferee had historically paid its debts as they came due and found no
significant evidence to indicate that the Transferee will not continue to pay
its debts as they become due.
Very truly yours,
_______________________________
Name:
Title:
<PAGE>
EXHIBIT H
ADDITIONAL SERVICER COMPENSATION
QUALIFIED ADMINISTRATIVE EXPENSES
(Conventional, Non-Conforming Loans)
Assumption Fees $550 - $800
Late Charges Per Loan Documents
Appraisal/Inspection Fees Reasonable and Customary Charges
Partial Release Fees $300
Easements $150
Insufficient Funds Charges $15
Document Requests (copies of loan file
documents, additional pay-off quotations,
amortization schedules, payment histories) $0
Modification Fees Reasonable and Customary Charges
<PAGE>
EXHIBIT I
FORM OF INVESTMENT LETTER FOR
DEFINITIVE RESTRICTED CERTIFICATES
_____________________
Date
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
8th Floor
Boston, Massachusetts 02110
Re: GE Capital Mortgage Services, Inc.
REMIC Multi-Class Pass Through
Certificates, Series 1999-2
Ladies and Gentlemen:
1. The undersigned, a [title of officer] _______________ of [name of
Investor] _________________________________________ (the "Investor"), a
______________ ___________________ [description of type of entity] duly
organized and existing under the laws of the [State of __________________]
[United States], hereby certifies as follows:
2. The Investor hereby acknowledges that under the terms of the Pooling and
Servicing Agreement between State Street Bank and Trust Company, as Trustee, and
GE Capital Mortgage Services, Inc. (the "Company"), dated as of February 1, 1999
(the "Agreement"), no transfer of a Restricted Certificate may be made unless
such transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "Securities Act"), and any applicable state securities
laws, or is made in accordance with the Securities Act and such laws.
3. The Investor understands that (a) the Restricted Certificates have not
been and will not be registered or qualified under the Securities Act, or the
securities laws of any state, (b) neither the Company nor the Trustee is
required, and neither intends, to so register or qualify the Restricted
Certificates, (c) the Restricted Certificates cannot be resold unless (i) they
are registered and qualified under the Securities Act and the applicable state
securities laws or (ii) such sale is exempt from the requirements of the
Securities Act, (d) the Agreement contains restrictions regarding the transfer
of the Restricted Certificates and (e) the Restricted Certificates will bear a
legend to the foregoing effect.
4. The Investor is acquiring the Restricted Certificates for its own
account for investment only and not with a view to or for sale or other transfer
in connection with any distribution of the Restricted Certificates in any manner
that would violate the Securities Act or any applicable state securities laws.
5. The Investor (a) is a substantial, sophisticated institutional investor
having such knowledge and experience in financial and business matters, and in
particular in such matters related to securities similar to the Restricted
Certificates, such that it is capable of evaluating the merits and risks of
investment in the Restricted Certificates, (b) is able to bear the economic
risks of such an investment and (c) is an "accredited investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) promulgated pursuant to the
Securities Act.
6. The Investor will not authorize nor has it authorized any person to (a)
offer, pledge, sell, dispose of or otherwise transfer any Restricted
Certificate, any interest in any Restricted Certificate or any other similar
security to any person in any manner, (b) solicit any offer to buy or to accept
a pledge, disposition or other transfer of any Restricted Certificate, any
interest in any Restricted Certificate or any other similar security from any
person in any manner, (c) otherwise approach or negotiate with respect to any
Restricted Certificate, any interest in any Restricted Certificate or any other
similar security with any person in any manner, (d) make any general
solicitation by means of general advertising or in any other manner, or (e) take
any other action that would constitute a distribution of any Restricted
Certificate under the Securities Act, that would render the disposition of any
Restricted Certificate a violation of Section 5 of the Securities Act or any
state securities law, or that could require registration or qualification
pursuant thereto. Neither the Investor nor anyone acting on its behalf has
offered the Restricted Certificates for sale or made any general solicitation by
means of general advertising or in any other manner with respect to the
Restricted Certificates. The Investor will not sell or otherwise transfer any of
the Restricted Certificates, except in compliance with the provisions of the
Agreement.
7. If an Investor in a Restricted Certificate sells or otherwise transfers
any such Certificate to a transferee other than a "qualified institutional
buyer" under Rule 144A of the Securities Act, such Investor will obtain (a) from
any subsequent purchaser the same certifications, representations, warranties
and covenants contained in the foregoing paragraphs and in this paragraph or (b)
an opinion of counsel in form and substance satisfactory to the Trustee pursuant
to the Agreement.
8. The Investor hereby indemnifies the Trustee and the Company against any
liability that may result if the Investor's transfer of a Restricted Certificate
(or any portion thereof) is not exempt from the registration requirements of the
Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws. Such indemnification of the Trustee
and the Company shall survive the termination of the Agreement.
[9. The Restricted Certificates shall be registered in the name of
_____________________________ as nominee for the Investor.]
IN WITNESS WHEREOF, the Investor has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [title of
officer] _____________ this _____ day of __________, 19__.
_________________________________
[name of Investor]
By:______________________________
Name:
Title:
The undersigned hereby
acknowledges that it is holding
and will hold the Restricted
Certificates at the exclusive
direction of and as nominee
of the Investor named above.
_____________________________
[name of nominee]
By:__________________________
Name:
Title:
<PAGE>
EXHIBIT J
FORM OF DISTRIBUTION DATE STATEMENT
_________________, ______
(month) (year)
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC Multi-Class Pass-Through Certificates,
Series 1999-2
Pursuant to the Pooling and Servicing Agreement dated as of February 1,
1999 (the "Agreement") between GE Capital Mortgage Services, Inc. (the
"Company"), and State Street Bank and Trust Company (the "Trustee"), governing
the Certificates referred to above, the Company hereby certifies to the Trustee:
With respect to the Agreement and as of the Determination Date for this
month:
The amounts below are for a Single Certificate of $1,000:
(1) Amount of distribution allocable to principal:
Class A1 $__________
Class A2 $__________
Class A3 $__________
Class A4 $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
(2) Aggregate principal prepayments included in distribution:
Class A1 $__________
Class A2 $__________
Class A3 $__________
Class A4 $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
(3) Amount of distribution allocable to interest; Pay-out Rate:
Class A1 $__________ ____%
Class A2 $__________ ____%
Class A3 $__________ ____%
Class A4 $__________ ____%
Class M $__________ ____%
Class B1 $__________ ____%
Class B2 $__________ ____%
Class B3 $__________ ____%
Class B4 $__________ ____%
Class B5 $__________ ____%
Class R $__________ ____%
(4) Amount of distribution allocable to Unanticipated Recoveries:
Class A1 $__________ ____%
Class A2 $__________ ____%
Class A3 $__________ ____%
Class A4 $__________ ____%
Class PO $__________ ____%
Class M $__________ ____%
Class B1 $__________ ____%
Class B2 $__________ ____%
Class B3 $__________ ____%
Class B4 $__________ ____%
Class B5 $__________ ____%
Class R $__________ ____%
(5) Servicing Compensation: $__________
The amounts below are for the aggregate of all Certificates:
(6) Pool Scheduled Principal Balance;
number of Mortgage Loans: $__________ __________
<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 A1 $__________ $__________
Class A2 $__________ $__________
Class A3 $__________ $__________
Class A4 $__________ $__________
Class PO $__________ $__________
Class M $__________ $__________
Class B1 $__________ $__________
Class B2 $__________ $__________
Class B3 $__________ $__________
Class B4 $__________ $__________
Class B5 $__________ $__________
Class R $__________ $__________
(8) Book value of real estate acquired on
behalf of Certificateholders; number
of related 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) Group II Senior Percentage for such
Distribution Date: __________%
(15) Group II Senior Scheduled Distribution
Percentage for such Distribution Date: __________%
(16) Group II Senior Prepayment
Distribution Percentage for such
Distribution Date: __________%
(17) Junior Percentage for such Distribution
Date: __________%
(18) Junior Prepayment Percentage for such
Distribution Date: __________%
Capitalized terms used in this Statement shall have the same meanings as in
the Agreement.
<PAGE>
EXHIBIT K
FORM OF SPECIAL SERVICING
AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is
made and entered into as of ____________________, 199_, between GE Capital
Mortgage Services, Inc. (the "Company") and _____________________________ (the
"Purchaser").
PRELIMINARY STATEMENT
___________________________ or an affiliate thereof is the holder of the
entire interest in REMIC 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 11.01. 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 11.02. 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 12.01. Section 2.01. Reports and Notices.
(a) (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:
(1) (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.
(2) (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) (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) (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 12.02. Section 2.02. Purchaser's Election to Delay Foreclosure
Proceedings.
(a) (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) (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) (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) (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) (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) (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) (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 12.03. Section 2.03. Purchaser's Election to Commence Foreclosure
Proceedings.
(a) (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) (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) (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) (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 12.04. Section 2.04. Termination.
(a) (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) (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 12.05. 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 13.01. 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 13.02. 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 13.03. 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 13.04. 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 14.01. 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 14.02. 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 14.03. 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 14.04. 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) (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) (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) (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 14.05. 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 14.06. 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 14.07. 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 14.08. Section 4.08. Third Party Beneficiaries. The Trustee on
behalf of Certificateholders is the intended third party beneficiary of this
Agreement.
Section 14.09. 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 14.10. 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 14.11. [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
Distributions of principal and interest, if any, on each Distribution Date
on the Non-Book-Entry Certificates will be made to the persons in whose names
such Certificates are registered at the close of business on the last business
day of the month immediately preceding the month of such Distribution Date.
Distributions will be made by check or money order mailed to the person entitled
thereto at the address appearing in the Certificate Register or, upon written
request by the Certificateholder to the Trustee, by wire transfer to a United
States depository institution designated by such Certificateholder and
acceptable to the Trustee or by such other means of payment as such
Certificateholder and the Trustee may agree; provided, however, that the final
distribution in retirement of the Non-Book-Entry Certificates will be made only
upon presentation and surrender of such Certificates at the office or agency of
the Trustee specified in the notice to the holders thereof of such final
distribution.
Available Funds
The amount of funds ("Available Funds") in respect of the Mortgage Pool
that will be available for distribution to holders of the Certificates on each
Distribution Date is as described in the accompanying Prospectus under
"Servicing of the Mortgage Loans and Contracts--Loan Payment Record."
Distributions on the Certificates
Allocation of Available Funds. Interest and principal on the Certificates
will be distributed monthly on the 25th day of each month or, if such 25th day
is not a business day, on the succeeding business day (each, a "Distribution
Date"), commencing in March 1999, in an aggregate amount equal to the Available
Funds for such Distribution Date to holders of record on the close of business
on the last business day of the month preceding the month of such Distribution
Date (the "Record Date").
On each Distribution Date, the Available Funds will be distributed in the
following order of priority among the Certificates:
first, to the Classes of Senior Certificates (other than the Class PO
Certificates), the Accrued Certificate Interest on each such Class for such
Distribution Date, any shortfall in available amounts being allocated among
such Classes in proportion to the amount of Accrued Certificate Interest
otherwise distributable thereon;
second, to the Classes of Senior Certificates (other than the Class PO
Certificates), any Accrued Certificate Interest thereon remaining
undistributed from previous Distribution Dates, to the extent of remaining
Available Funds, any shortfall in available amounts being allocated among
such Classes in proportion to the amount of such Accrued Certificate
Interest remaining undistributed for each such Class for such Distribution
Date;
third, to the Classes of Senior Certificates, in reduction of the
Class Certificate Principal Balances thereof, to the extent of remaining
Available Funds, concurrently as follows:
(a) to the Class Al, Class A2, Class A3, Class A4 and Class R
Certificates, the Senior Optimal Principal Amount for such
Distribution Date, in the following order of priority:
(i) pro rata, to the Class A3 and Class A4 Certificates
(together, the "Group II Senior Certificates"), the Group II
Senior Principal Distribution Amount (as defined herein) for such
Distribution Date, until the Class Certificate Principal Balances
thereof have each been reduced to zero; and
(ii) sequentially, to the Class R, Class Al and Class A2
Certificates (together, the "Group I Senior Certificates"), in
that order, the Senior Optimal Principal Amount less the Group II
Senior Principal Distribution Amount for such Distribution Date,
until the Class Certificate Principal Balances thereof have each
been reduced to zero; and
(b) to the Class PO Certificates, the Class PO Principal
Distribution Amount for such Distribution Date, until the Class
Certificate Principal Balance thereof has been reduced to zero;
fourth, to the Class PO Certificates, to the extent of remaining
Available Funds, the Class PO Deferred Amount for such Distribution Date,
until the Class Certificate Principal Balance thereof has been reduced to
zero; provided that, (i) on any Distribution Date, distributions pursuant
to this priority fourth shall not exceed the Junior Optimal Principal
Amount for such Distribution Date, (ii) such distributions shall not reduce
the Class Certificate Principal Balance of the Class PO Certificates and
(iii) no distribution will be made in respect of the Class PO Deferred
Amount after the Distribution Date on which the respective Class
Certificate Principal Balances of the Junior Certificates have been reduced
to zero (the "Cross-Over Date");
fifth, to the Class M Certificates, to the extent of remaining
Available Funds, in the following order: (a) the Accrued Certificate
Interest thereon for such Distribution Date, (b) any Accrued Certificate
Interest thereon remaining undistributed from previous Distribution Dates
and (c) such Class's Allocable Share (as defined under "-Principal" below)
for such Distribution Date;
sixth, to the Class B 1 Certificates, to the extent of remaining
Available Funds, in the following order: (a) the Accrued Certificate
Interest thereon for such Distribution Date, (b) any Accrued Certificate
Interest thereon remaining undistributed from previous Distribution Dates
and (c) such Class's Allocable Share for such Distribution Date;
seventh, to the Class B2 Certificates, to the extent of remaining
Available Funds, in the following order: (a) the Accrued Certificate
Interest thereon for such Distribution Date, (b) any Accrued Certificate
Interest thereon remaining undistributed from previous Distribution Dates
and (c) such Class's Allocable Share for such Distribution Date; and
eighth, to each of the Class B3, Class B4 and Class B5 Certificates,
to the extent of remaining Available Funds: (a) the Accrued Certificate
Interest thereon for such Distribution Date, (b) any Accrued Certificate
Interest thereon remaining undistributed from previous Distribution Dates
and (c) such Classes' Allocable Share for such Distribution Date.
On each Distribution Date after the Cross-Over Date, distributions of
principal on the outstanding Senior Certificates (other than the Class PO
Certificates) will be made pro rata among all such Certificates, regardless of
the allocation, or sequential nature, of principal payments described in
priority third above.
"Pro rata" distributions among Classes of Certificates will be made in
proportion to the then-current Class Certificate Principal Balances of such
Classes.
If, after distributions have been made pursuant to priorities first and
second above on any Distribution Date, the remaining Available Funds are less
than the sum of the Senior Optimal Principal Amount and the Class PO Principal
Distribution Amount for such Distribution Date, the amounts distributable under
priority third above shall be proportionately reduced, and such remaining
Available Funds will be distributed on the Senior Certificates in accordance
with the applicable clauses of priority third above on the basis of such reduced
amounts. Notwithstanding such allocation, Realized Losses will be allocated to
the Certificates as described under "--Allocation of Realized Losses on the
Certificates" herein.
Interest. Interest will accrue on the Certificates offered hereby entitled
to interest distributions at the respective fixed Certificate Interest Rates set
forth on the cover hereof during each Interest Accrual Period. The "Interest
Accrual Period" for each Class of Certificates entitled to distributions of
interest will be the one-month period ending on the last day of the month
preceding the month in which a Distribution Date occurs. Interest will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
Interest will accrue on the Class B3, Class B4 and Class B5 Certificates at
the Certificate Interest Rate of 6.50% per annum during each Interest Accrual
Period.
The Class PO Certificates are principal-only Certificates and will not
accrue interest.
The "Accrued Certificate Interest" for any Certificate entitled to
distributions of interest for any Distribution Date will equal the interest
accrued during the related Interest Accrual Period at the applicable Certificate
Interest Rate on the Certificate Principal Balance of such Certificate
immediately prior to such Distribution Date, less such Certificate's share of
any allocable Net Interest Shortfall (as defined below), the interest portion of
any Excess Losses (as defined herein) allocable to Certificateholders through
the Cross-Over Date and, after the Cross-Over Date, the interest portion of
Realized Losses allocable to Certificateholders, including Excess Losses.
