Execution
GE CAPITAL MORTGAGE SERVICES, INC.,
Seller and Servicer
and
STATE STREET BANK AND TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 1998
REMIC Multi-Class Pass-Through Certificates,
Series 1998-22
Table of Contents
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.........................................1
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.......................33
Section 2.02. Acceptance by Trustee..............................37
Section 2.03. Representations and Warranties of the Company;
Mortgage Loan Repurchase ..........................38
Section 2.04. Execution of Certificates..........................44
Section 2.05. Designations under the REMIC Provisions............44
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Company to Act as Servicer.........................45
Section 3.02. Collection of Certain Mortgage Loan Payments;
Mortgage Loan Payment Record; Certificate Account .48
Section 3.03. Collection of Taxes, Assessments and Other Items...51
Section 3.04. Permitted Debits to the Mortgage Loan
Payment Record ....................................51
Section 3.05. Maintenance of the Primary Insurance Policies......53
Section 3.06. Maintenance of Hazard Insurance....................53
Section 3.07. Assumption and Modification Agreements.............54
Section 3.08. Realization Upon Defaulted Mortgage Loans..........55
Section 3.09. Trustee to Cooperate; Release of Mortgage Files....58
Section 3.10. Servicing Compensation; Payment of Certain
Expenses by the Company ...........................58
Section 3.11. Reports to the Trustee; Certificate
Account Statements ................................59
Section 3.12. Annual Statement as to Compliance..................59
Section 3.13. Annual Independent Public Accountants'
Servicing Report ..................................59
Section 3.14. Access to Certain Documentation and
Information Regarding the Mortgage Loans ..........60
Section 3.15. Maintenance of Certain Servicing Policies..........60
Section 3.16. Optional Purchase of Defaulted Mortgage Loans......60
ARTICLE IV
PAYMENTS AND STATEMENTS
Section 4.01. Distributions......................................60
Section 4.02. Method of Distribution.............................64
Section 4.03. Allocation of Losses...............................65
Section 4.04. Monthly Advances; Purchases of Defaulted
Mortgage Loans ....................................67
Section 4.05. Statements to Certificateholders...................67
Section 4.06. Servicer's Certificate.............................70
Section 4.07. Reports of Foreclosures and Abandonments of
Mortgaged Property ................................70
Section 4.08. Reduction of Base Servicing Fees by
Compensating Interest Payments ....................70
Section 4.09. Surety Bond........................................70
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates...................................70
Section 5.02. Registration of Transfer and Exchange
of Certificates ...................................72
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates..77
Section 5.04. Persons Deemed Owners..............................77
Section 5.05. Access to List of Certificateholders'
Names and Addresses ...............................77
Section 5.06. Representation of Certain Certificateholders.......78
Section 5.07. Determination of COFI..............................78
Section 5.08. Determination of LIBOR.............................79
ARTICLE VI
THE COMPANY
Section 6.01. Liability of the Company...........................80
Section 6.02. Merger or Consolidation of, or Assumption of
the Obligations of, the Company ...................80
Section 6.03. Assignment.........................................80
Section 6.04. Limitation on Liability of the Company and Others..81
Section 6.05. The Company Not to Resign..........................81
ARTICLE VII
DEFAULT
Section 7.01. Events of Default..................................81
Section 7.02. Trustee to Act; Appointment of Successor...........83
Section 7.03. Notification to Certificateholders.................84
ARTICLE VIII
THE TRUSTEE
Section 8.01. Duties of Trustee..................................84
Section 8.02. Certain Matters Affecting the Trustee..............85
Section 8.03. Trustee Not Liable for Certificates
or Mortgage Loans .................................86
Section 8.04. Trustee May Own Certificates.......................87
Section 8.05. The Company to Pay Trustee's Fees and Expenses.....87
ii
Section 8.06. Eligibility Requirements for Trustee...............87
Section 8.07. Resignation or Removal of Trustee..................87
Section 8.08. Successor Trustee..................................88
Section 8.09. Merger or Consolidation of Trustee.................88
Section 8.10. Appointment of Co-Trustee or Separate Trustee......89
Section 8.11. Compliance with REMIC Provisions; Tax Returns......90
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Repurchase by the Company
or Liquidation of All Mortgage Loans ..............90
Section 9.02. Additional Termination Requirements................91
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment.........................................92
Section 10.02. Recordation of Agreement..........................93
Section 10.03. Limitation on Rights of Certificateholders........93
Section 10.04. Governing Law.....................................94
Section 10.05. Notices...........................................94
Section 10.06. Notices to the Rating Agencies....................95
Section 10.07. Severability of Provisions........................95
Section 10.08. Certificates Nonassessable and Fully Paid.........95
iii
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
v
THIS POOLING AND SERVICING AGREEMENT, dated as of November
1, 1998, between GE CAPITAL MORTGAGE SERVICES, INC., a
corporation organized and existing under the laws of the State of
New Jersey, and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts banking corporation, as Trustee.
W I T N E S S E T H T H A T :
------------------- ---------
In consideration of the mutual agreements herein contained,
GE Capital Mortgage Services, Inc. and State Street Bank and
Trust Company agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. Whenever used in this Agreement,
the following words and phrases, unless the context otherwise
requires, shall have the following meanings:
Accretion Directed Certificate: None.
Accretion Directed Component: None.
Accretion Termination Date: None.
Accrual Amount: As to any Class of Accrual Certificates
and any Accrual Component and each Distribution Date through
the related Accretion Termination Date, the sum of (x) any
amount of Accrued Certificate Interest allocable to such
Class or Component pursuant to Section 4.01(a)(i) on such
Distribution Date and (y) any amount of Unpaid Class
Interest Shortfall allocable to such Class or Component
pursuant to Section 4.01(a)(ii) on such Distribution Date,
to the extent that such amounts are distributed to any
Accretion Directed Certificates and any Accretion Directed
Components pursuant to Section 4.01(e). As to any Class of
Accrual Certificates and any Accrual Component and each
Distribution Date after the related Accretion Termination
Date, zero.
Accrual Certificates: None.
Accrual Component: None.
Accrued Certificate Interest: As to any Distribution
Date and any Class of Certificates (other than any Class of
Principal Only Certificates and any Class of Certificates
consisting of Specified Components), interest accrued during
the related Interest Accrual Period at the applicable
Certificate Interest Rate on the Class Certificate Principal
Balance (or, in the case of any Class of Notional
Certificates, on the aggregate Notional Principal Balance)
thereof immediately prior to such Distribution Date,
calculated on the basis of a 360-day year consisting of
twelve 30-day months. As to any Distribution Date and any
Specified Component (other than any Principal Only
Component), interest accrued during the related Interest
Accrual Period at the applicable
Component Interest Rate on the Component Principal Balance
(or Notional Component Principal Balance) thereof
immediately prior to such Distribution Date, calculated on
the basis of a 360-day year consisting of twelve 30-day
months. As to any Distribution Date and any Class of
Certificates consisting of Specified Components, the
aggregate of Accrued Certificate Interest on such Specified
Components for such Distribution Date.
Accrued Certificate Interest on each Class of
Certificates (other than any Class of Principal Only
Certificates and any Class of Certificates consisting of
Specified Components) and any Specified Component (other
than any Principal Only Component) shall be reduced by such
Class's or Specified Component's share of the amount of any
Net Interest Shortfall and Certificate Interest Losses for
such Distribution Date. Any Net Interest Shortfall and
Certificate Interest Losses shall be allocated among (x) the
Classes of Certificates (other than any Class of Principal
Only Certificates and any Class of Certificates consisting
of Specified Components) and (y) the Specified Components
(other than any Principal Only Component) of any Component
Certificate in proportion to the respective amounts of
Accrued Certificate Interest that would have resulted absent
such shortfall or losses.
Additional Collateral: With respect to any Mortgage
100SM Loan, the marketable securities held from time to time
as security for the repayment of such Mortgage 100SM Loan
and any related collateral. With respect to any Parent
PowerSM Loan, the third-party guarantee for such Parent
PowerSM Loan, together with (i) any marketable securities
held from time to time as security for the performance of
such guarantee and any related collateral or (ii) any
mortgaged property securing the performance of such
guarantee, the related home equity line of credit loan and
any related collateral.
Agreement: This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.
Allocable Share: (a) As to any Distribution Date and
amounts distributable pursuant to clauses (i) and (iii) of
the definition of Junior Optimal Principal Amount, and as to
each Class of Junior Certificates, the fraction, expressed
as a percentage, the numerator of which is the Class
Certificate Principal Balance of such Class and the
denominator of which is the aggregate Class Certificate
Principal Balance of the Junior Certificates.
(b) As to any Distribution Date and amounts
distributable pursuant to clauses (ii), (iv) and (v) of the
definition of Junior Optimal Principal Amount, and as to the
Class M Certificates and each Class of Class B Certificates
for which the related Prepayment Distribution Trigger has
been satisfied on such Distribution Date, the fraction,
expressed as a percentage, the numerator of which is the
Class Certificate Principal Balance of such Class and the
denominator of which is the aggregate Class Certificate
Principal Balance of all such Classes. As to any
Distribution Date and each Class of Class B Certificates for
which the related Prepayment Distribution Trigger has not
been satisfied on such Distribution Date, 0%.
2
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 December of each year that the Certificates are
outstanding, commencing in December 1999.
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).
3
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).
4
Business Day: Any day other than a Saturday or a
Sunday, or a day on which banking institutions in New York
City or the city in which the Corporate Trust Office is
located are authorized or obligated by law or executive
order to be closed.
Buydown Funds: Funds contributed by the Mortgagor or
another source in order to reduce the interest payments
required from the Mortgagor for a specified period in
specified amounts.
Buydown Mortgage Loan: Any Mortgage Loan as to which
the Mortgagor pays less than the full monthly payment
specified in the Mortgage Note during the Buydown Period and
the difference between the amount paid by the Mortgagor and
the amount specified in the Mortgage Note is paid from the
related Buydown Funds.
Buydown Period: The period during which Buydown Funds
are required to be applied to the related Buydown Mortgage
Loan.
Certificate: Any one of the certificates signed and
countersigned by the Trustee in substantially the forms
attached hereto as Exhibit A.
Certificate Account: The trust account or accounts
created and maintained with the Trustee pursuant to Section
3.02 and which must be an Eligible Account.
Certificate Interest Loss: (i) On or prior to the
Cross-Over Date, any Interest Loss in respect of an Excess
Loss and (ii) after the Cross-Over Date, any Interest Loss,
in each case to the extent such Interest Loss is allocable
to the Certificates in accordance with Section 3.08(d) (with
respect to a Realized Loss) or the definition of Interest
Loss (with respect to the interest portion of a Debt Service
Reduction).
Certificate Interest Rate: With respect to any Class of
Certificates, other than any LIBOR Certificate, and as of
any Distribution Date, the per annum fixed rate specified in
Section 5.01(b). With respect to any Class of LIBOR
Certificates, the per annum variable rate at any time at
which interest accrues on the Certificates of such Class, as
determined pursuant to Section 5.01(e).
Certificate Owner: With respect to any Book-Entry
Certificate, the person who is the beneficial owner thereof.
Certificate Principal Balance: As to any Certificate
other than a Notional Certificate, and as of any
Distribution Date, the Initial Certificate Principal Balance
of such Certificate (plus, in the case of any Accrual
Certificate, its Percentage Interest of any related Accrual
Amount for each previous Distribution Date) less the sum of
(i) all amounts distributed with respect to such Certificate
in reduction of the Certificate Principal Balance thereof on
previous Distribution Dates pursuant to Section 4.01, (ii)
any Realized Losses allocated to such Certificate on
previous Distribution Dates pursuant to Section 4.03(b) and
(c), and (iii) in the case of a Subordinate Certificate,
such Certificate's Percentage Interest of the Subordinate
Certificate Writedown Amount allocated to such Certificate
on previous Distribution Dates. The Notional Certificates
are issued without Certificate Principal Balances.
5
Certificate Register and Certificate Registrar: The
register maintained and the registrar appointed pursuant to
Section 5.02.
Certificateholder or Holder: The person in whose name a
Certificate is registered in the Certificate Register,
except that, solely for the purposes of giving any consent
pursuant to this Agreement, a Certificate of any Class to
the extent that the Company or any affiliate is the
Certificate Owner or Holder thereof (except to the extent
the Company or any affiliate thereof shall be the
Certificate Owner or Holder of all Certificates of such
Class), shall be deemed not to be outstanding and the
Percentage Interest (or Voting Rights) evidenced thereby
shall not be taken into account in determining whether the
requisite amount of Percentage Interests (or Voting Rights)
necessary to effect any such consent has been obtained;
provided, however, that in determining whether the Trustee
shall be protected in relying on such consent only the
Certificates that the Trustee knows to be so held shall be
so disregarded.
Class: All Certificates bearing the same class
designation.
Class B Certificate: Any Class B1, Class B2, Class B3,
Class B4 or Class B5 Certificate.
Class Certificate Principal Balance: As to any Class of
Certificates, other than any Class of Notional Certificates,
and as of any date of determination, the aggregate of the
Certificate Principal Balances of all Certificates of such
Class. The Class Certificate Principal Balance of each such
Class of Certificates as of the Closing Date is specified in
Section 5.01(b).
Class Interest Shortfall: As to any Distribution Date
and any Class of Certificates (other than any Class of
Principal Only Certificates or any Class consisting of
Specified Components) or any Specified Component, any amount
by which the amount distributed to Holders of such Class of
Certificates or in respect of such Specified Component (or
added to the Class Certificate Principal Balance of any
Class of Accrual Certificates or to the Component Principal
Balance of any Accrual Component constituting a Specified
Component) on such Distribution Date is less than the
Accrued Certificate Interest thereon or in respect thereof
for such Distribution Date. As to any Distribution Date and
any Class of Certificates consisting of Specified
Components, the sum of the Class Interest Shortfalls for
such Components on such date.
Class PO Deferred Amount: As to any Distribution Date
on or prior to the Cross-Over Date, the aggregate of the
applicable PO Percentage of the principal portion of each
Realized Loss, other than any Excess Loss, to be allocated
to the Class PO Certificates on such Distribution Date or
previously allocated to the Class PO Certificates and not
yet paid to the Holders of the Class PO Certificates
pursuant to Section 4.01(a)(iv).
Closing Date: November 30, 1998.
6
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:
Initial Component
Designation Principal Balance
----------- -----------------
N/A N/A
Component Certificate: None.
Component Interest Rate: None.
Component Principal Balance: As of any Distribution
Date, and with respect to any Component, other than any
Notional Component, the initial Component Principal Balance
thereof (as set forth, as applicable, in the definition of
Component) (plus, in the case of any Accrual Component, any
related Accrual Amount for each previous Distribution Date)
less the sum of (x) all amounts distributed in reduction
thereof on previous Distribution Dates pursuant to Section
4.01 and (y) the amount of all Realized Losses allocated
thereto pursuant to Section 4.03(d).
7
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 Xxx
Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, 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: November 1, 1998.
Debt Service Reduction: As to any Mortgage Loan and any
Determination Date, the excess of (a) the then current
Monthly Payment for such Mortgage Loan over (b) the amount
of the monthly payment of principal and interest required to
be paid by the Mortgagor as established by a court of
competent jurisdiction as a result of a proceeding initiated
by or against the related Mortgagor under the Bankruptcy
Code, as amended from time to time (11 U.S.C.).
8
Defaulted Mortgage Loan: With respect to any
Determination Date, a Mortgage Loan as to which the related
Mortgagor has failed to make unexcused payment in full of a
total of three or more consecutive installments of principal
and interest, and as to which such delinquent installments
have not been paid, as of the close of business on the last
Business Day of the month next preceding the month of such
Determination Date.
Defective Mortgage Loan: Any Mortgage Loan which is
required to be purchased by the Company (or which the
Company may replace with a substitute Mortgage Loan)
pursuant to Section 2.02 or 2.03(a).
Deficient Valuation: As to any Mortgage Loan and any
Determination Date, the excess of (a) the then outstanding
indebtedness under such Mortgage Loan over (b) the valuation
by a court of competent jurisdiction of the related
Mortgaged Property as a result of a proceeding initiated by
or against the related Mortgagor under the Bankruptcy Code,
as amended from time to time (11 U.S.C.), pursuant to which
such Mortgagor retained such Mortgaged Property.
Definitive Certificate: Any Certificate, other than a
Book-Entry Certificate, issued in definitive, fully
registered form.
Definitive Restricted Junior Certificate: Any
Restricted Junior Certificate that is in the form of a
Definitive Certificate.
Depository: The initial Depository shall be The
Depository Trust Company, the nominee of which is CEDE & Co.
The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New York, as
amended, or any successor provisions thereto.
Depository Participant: A broker, dealer, bank or other
financial institution or other Person for which, from time
to time, the Depository effects book-entry transfers and
pledges of securities deposited with such Depository.
Designated Loan Closing Documents: With respect to any
Designated Loan, a Lost Note Affidavit substantially in the
form of Exhibit L, and an assignment of the related Mortgage
to the Trustee in recordable form (except for the omission
therein of recording information concerning such Mortgage).
Designated Loans: The Mortgage Loan listed in Exhibit M
hereto.
Designated Telerate Page: The Dow Xxxxx 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 6.00% per annum.
9
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 A2 or Junior
Certificate.
10
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).
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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 $2,017,918 minus the
aggregate amount of Fraud Losses that would have been
allocated to the Junior Certificates in accordance with
Section 4.03 in the absence of the Loss Allocation
Limitation since the Cut-off Date, and (y) from the first to
the fifth anniversary of the Cut-off Date, an amount equal
to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 1% (from
the first to but excluding the third anniversaries of the
Cut-off Date) or 0.5% (from and including the third to but
excluding the fifth anniversaries of the Cut-off Date) of
the aggregate outstanding principal balance of all of the
Mortgage Loans as of the most recent anniversary of the
Cut-off Date minus (2) the Fraud Losses that would have been
allocated to the Junior Certificates in accordance with
Section 4.03 in the absence of the Loss Allocation
Limitation since the most recent anniversary of the Cut-off
Date. As of any Distribution Date on or after the fifth
anniversary of the Cut-off Date the Fraud Loss Amount shall
be zero.
Group I Final Distribution Date: The Distribution Date
on which the aggregate Certificate Principal Balance of the
Group I Senior Certificates is reduced to zero.
Group I Senior Certificate: Any Class A1 or Class R
Certificate.
Group II Senior Certificate: Any Class A2 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 November 2003; 30%
thereafter through the Distribution Date in November 2004;
40% thereafter through the Distribution Date in November
2005; 60% thereafter through the Distribution Date in
November 2006; 80% thereafter through the Distribution Date
in November 2007; and 100% thereafter.
Group II Senior Principal Distribution Amount: With
respect to any Distribution Date, the sum of (a) the total
of the amounts described in clauses (i) and (iii) of the
definition of Senior Optimal Principal Amount for such date
(without application of the Senior Percentage or the Senior
Prepayment Percentage) multiplied by the Group II Senior
Percentage for such date and (b) the total of the amounts
described in clauses (ii), (iv) and (v) of the definition of
Senior Optimal Principal Amount (without application of the
Senior Prepayment Percentage) for such date multiplied by
the product of (x) the Group II Senior Percentage for such
date and (y) the Group II Senior Prepayment
12
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 remaining amounts pursuant to clause (a)(ii) of priority
third of the Senior Principal Priorities after distributions
of principal have been made on the Group I Senior
Certificates and (ii) following the Group I Final
Distribution Date, the Group II Senior Principal
Distribution Amount will equal the amount pursuant to clause
(a) of priority third of the Senior Principal Priorities.
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.
13
Interest Shortfall: With respect to any Distribution
Date and each Mortgage Loan that during the related
Prepayment Period was the subject of a Voluntary Principal
Prepayment or constitutes a Relief Act Mortgage Loan, an
amount determined as follows:
(A) partial principal prepayments: one month's
interest at the applicable Net Mortgage Rate on the
amount of such prepayment;
(B) principal prepayments in full received on or
after the sixteenth day of the month preceding the
month of such Distribution Date (or, in the case of the
first Distribution Date, on or after the Cut-off Date)
but on or before the last day of the month preceding
the month of such Distribution Date, the difference
between (i) one month's interest at the applicable Net
Mortgage Rate on the Scheduled Principal Balance of
such Mortgage Loan immediately prior to such prepayment
and (ii) the amount of interest for the calendar month
of such prepayment (adjusted to the applicable Net
Mortgage Rate) received at the time of such prepayment;
(C) principal prepayments in full received by the
Company (or of which the Company receives notice, in
the case of a Mortgage Loan serviced by a Primary
Servicer) on or after the first day but on or before
the fifteenth day of the month of such Distribution
Date: none; and
(D) Relief Act Mortgage Loans: As to any Relief
Act Mortgage Loan, the excess of (i) 30 days' interest
(or, in the case of a Principal Prepayment in full,
interest to the date of prepayment) on the Scheduled
Principal Balance thereof (or, in the case of a
Principal Prepayment in part, on the amount so prepaid)
at the related Net Mortgage Rate over (ii) 30 days'
interest (or, in the case of a Principal Prepayment in
full, interest to the date of prepayment) on such
Scheduled Principal Balance (or, in the case of a
Principal Prepayment in part, on the amount so prepaid)
at the Net Mortgage Rate required to be paid by the
Mortgagor as limited by application of the Relief Act.
For purposes of the definitions of Net Interest
Shortfall and Supplemental Servicing Fee, the amount of any
Interest Shortfall shall be allocated between the
Certificates and the Supplemental Servicing Fee in
proportion to the amount of interest that would have been
allocated to the Certificates (at the Remittance Rate) and
the Supplemental Servicing Fee (at the Supplemental
Servicing Fee Rate), respectively, in the absence of such
Interest Shortfall.
Junior Certificate: Any Class M or Class B Certificate.
Junior Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of the following (but in no
event greater than the aggregate Certificate Principal
Balance of the Junior Certificates immediately prior to such
Distribution Date):
(i) the Junior Percentage of the applicable Non-PO
Percentage of the principal portion of each Monthly Payment
due on the related Due Date on each
14
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: November 25, 2015.
15
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: Xxxxxxx Xxxxx 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
16
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: Xxxxx'x 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.
17
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 6.00% 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 6.00%. 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.
18
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
19
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
20
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 6.00% over the Net Mortgage Rate of such
Discount Mortgage Loan and the denominator of which is
6.00%. 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
21
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: 300% of the Prepayment
Assumption.
Prepayment Distribution Trigger: As of any Distribution
Date and as to each Class of Class B Certificates, the
related Prepayment Distribution Trigger is satisfied if (x)
the fraction, expressed as a percentage, the numerator of
which is the aggregate Class Certificate Principal Balance
of such Class and each Class subordinate thereto, if any, on
such Distribution Date, and the denominator of which is the
Pool Scheduled Principal Balance for such Distribution Date,
equals or exceeds (y) such percentage calculated as of the
Closing Date.
Prepayment Interest Excess: As to any Voluntary
Principal Prepayment in full received from the first day
through the fifteenth day of any calendar month (other than
the calendar month in which the Cut-off Date occurs), all
amounts paid in respect of interest on such Principal
Prepayment. For purposes of determining the amount of
Prepayment Interest Excess for any month, a Voluntary
Principal Prepayment in full with respect to a Mortgage Loan
serviced by a Primary Servicer shall be deemed to have been
received when the Company, as servicer, receives notice
thereof. All Prepayment Interest Excess shall be retained by
the Company, as servicer, as additional servicing
compensation.
Prepayment Period: With respect to any Distribution
Date and any Voluntary Principal Prepayment in part or other
Principal Prepayment other than a Voluntary Principal
Prepayment in full, the calendar month preceding the month
of such Distribution Date; with respect to any Distribution
Date and any Voluntary Principal Prepayment in full, the
period beginning on the sixteenth day of the calendar month
preceding the month of such Distribution Date (or, in the
case of the first Distribution
22
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 November 23, 1998.
Prohibited Transaction Exemption: U.S. Department of
Labor Prohibited Transaction Exemption 90-29, 55 Fed. Reg.
21459, May 24, 1990.
Property Protection Expenses: With respect to any
Mortgage Loan, expenses paid or incurred by or for the
account of the Company in accordance with the related
Mortgage for (a) real estate property taxes and property
repair, replacement, protection and preservation expenses
and (b) similar expenses reasonably paid or incurred to
preserve or protect the value of such Mortgage to the extent
the Company is not reimbursed therefor pursuant to the
Primary Insurance Policy, if any, or any other insurance
policy with respect thereto.
Proprietary Lease: With respect to a Cooperative Loan,
the proprietary lease(s) or occupancy agreement with respect
to the Cooperative Apartment occupied by the Mortgagor and
relating to the related Cooperative Stock, which lease or
agreement
23
confers an exclusive right to the holder of such Cooperative
Stock to occupy such apartment.
Purchase Price: With respect to any Mortgage Loan
required or permitted to be purchased hereunder from the
Trust Fund, an amount equal to 100% of the unpaid principal
balance thereof plus interest thereon at the applicable
Mortgage Rate from the date to which interest was last paid
to the first day of the month in which such purchase price
is to be distributed; provided, however, that if the Company
is the servicer hereunder, such purchase price shall be net
of unreimbursed Monthly Advances with respect to such
Mortgage Loan, and the interest component of the Purchase
Price may be computed on the basis of the Remittance Rate
for such Mortgage Loan.
QIB: A "qualified institutional buyer" as defined in
Rule 144A under the Securities Act of 1933, as amended.
Rating Agency: Any statistical credit rating agency, or
its successor, that rated any of the Certificates at the
request of the Company at the time of the initial issuance
of the Certificates. If such agency or a successor is no
longer in existence, "Rating Agency" shall be such
statistical credit rating agency, or other comparable
Person, designated by the Company, notice of which
designation shall be given to the Trustee. References herein
to the two highest long-term rating categories of a Rating
Agency shall mean such ratings without any modifiers. As of
the date of the initial issuance of the Certificates, the
Rating Agencies are Fitch and S&P; except that for purposes
of the Junior Certificates, other than the Class B5
Certificates, S&P shall be the sole Rating Agency. The Class
B5 Certificates are issued without ratings.
Realized Loss: Any (i) Deficient Valuation or (ii) as
to any Liquidated Mortgage Loan, (x) the unpaid principal
balance of such Liquidated Mortgage Loan plus accrued and
unpaid interest thereon at the Net Mortgage Rate through the
last day of the month of such liquidation less (y) the
related Liquidation Proceeds and Insurance Proceeds (as
reduced by the related Liquidation Expenses).
Record Date: The last Business Day of the month
immediately preceding the month of the related Distribution
Date.
Reference Banks: As defined in Section 5.08.
Relief Act: The Soldiers' and Sailors' Civil Relief Act
of 1940, as amended.
Relief Act Mortgage Loan: Any Mortgage Loan as to which
the Monthly Payment thereof has been reduced due to the
application of the Relief Act.
REMIC: A "real estate mortgage investment conduit"
within the meaning of section 860D of the Code.
REMIC Provisions: Provisions of the federal income tax
law relating to real estate mortgage investment conduits,
which appear at sections 860A through 860G of Part IV of
Subchapter M of Chapter 1 of the Code, and related
provisions, and U.S.
24
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 XxXxxx-Xxxx 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.
25
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
26
each Mortgage Loan that was purchased by an insurer from the
Trustee during the related Prepayment Period pursuant to the
related Primary Insurance Policy, as reduced in each case by
the Senior Percentage of the applicable Non-PO Percentage of
the principal portion of any Excess Losses (other than
Excess Bankruptcy Losses attributable to Debt Service
Reductions), and (y) the Senior Prepayment Percentage of the
applicable Non-PO Percentage of the sum of (A) all Net
Liquidation Proceeds allocable to principal received in
respect of each such Liquidated Mortgage Loan (other than
Mortgage Loans described in clause (B)) and (B) the
principal balance of each such Mortgage Loan purchased by an
insurer from the Trustee pursuant to the related Primary
Insurance Policy, in each case during the related Prepayment
Period;
(iv) the Senior Prepayment Percentage of the applicable
Non-PO Percentage of the Scheduled Principal Balance of each
Mortgage Loan which was purchased on such Distribution Date
pursuant to Section 2.02, 2.03(a) or 3.16; and
(v) the Senior Prepayment Percentage of the applicable
Non-PO Percentage of the Substitution Amount for any
Mortgage Loan substituted during the month of such
Distribution Date.
For purposes of clause (ii) above, a Voluntary
Principal Prepayment in full with respect to a Mortgage Loan
serviced by a Primary Servicer shall be deemed to have been
received when the Company, as servicer, receives notice
thereof.
Senior Percentage: As to any Distribution Date, the
lesser of (i) 100% and (ii) the percentage (carried to ten
places rounded up) obtained by dividing the Senior
Certificate Principal Balance immediately prior to such
Distribution Date by an amount equal to the sum of the
Certificate Principal Balances of all the Certificates other
than any Class PO Certificates immediately prior to such
Distribution Date.
Senior Prepayment Percentage: For any Distribution Date
occurring prior to the fifth anniversary of the first
Distribution Date, 100%. For any Distribution Date occurring
on or after the fifth anniversary of the first Distribution
Date, an amount as follows:
(i) for any Distribution Date subsequent to November
2003 to and including the Distribution Date in November
2004, the Senior Percentage for such Distribution Date plus
70% of the Junior Percentage for such Distribution Date;
(ii) for any Distribution Date subsequent to November
2004 to and including the Distribution Date in November
2005, the Senior Percentage for such Distribution Date plus
60% of the Junior Percentage for such Distribution Date;
(iii) for any Distribution Date subsequent to November
2005 to and including the Distribution Date in November
2006, the Senior Percentage for such Distribution Date plus
40% of the Junior Percentage for such Distribution Date;
27
(iv) for any Distribution Date subsequent to November
2006 to and including the Distribution Date in November
2007, the Senior Percentage for such Distribution Date plus
20% of the Junior Percentage for such Distribution Date; and
(v) for any Distribution Date thereafter, the Senior
Percentage for such Distribution Date.
Notwithstanding the foregoing, if on any Distribution
Date the Senior Percentage exceeds the Senior Percentage as
of the Closing Date, the Senior Prepayment Percentage for
such Distribution Date will equal 100%.
In addition, notwithstanding the foregoing, no
reduction of the Senior Prepayment Percentage below the
level in effect for the most recent prior period as set
forth in clauses (i) through (iv) above shall be effective
on any Distribution Date unless at least one of the
following two tests is satisfied:
Test I: If, as of the last day of the month preceding
such Distribution Date, (i) the aggregate Scheduled
Principal Balance of Mortgage Loans delinquent 60 days or
more (including for this purpose any Mortgage Loans in
foreclosure and REO Mortgage Loans) as a percentage of the
aggregate Class Certificate Principal Balance of the Junior
Certificates as of such date, does not exceed 50%, and (ii)
cumulative Realized Losses with respect to the Mortgage
Loans do not exceed (a) 30% of the aggregate Class
Certificate Principal Balance of the Junior Certificates as
of the Closing Date (the "Original Subordinate Principal
Balance") if such Distribution Date occurs between and
including December 2003 and November 2004, (b) 35% of the
Original Subordinate Principal Balance if such Distribution
Date occurs between and including December 2004 and November
2005, (c) 40% of the Original Subordinate Principal Balance
if such Distribution Date occurs between and including
December 2005 and November 2006, (d) 45% of the Original
Subordinate Principal Balance if such Distribution Date
occurs between and including December 2006 and November 2007
and (e) 50% of the Original Subordinate Principal Balance if
such Distribution Date occurs during or after December 2007;
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
December 2003 and November 2004, (b) 15% of the Original
Subordinate Principal Balance if such Distribution Date
occurs between and including December 2004 and November
2005, (c) 20% of the Original Subordinate Principal Balance
if such Distribution Date occurs between and including
December 2005 and November 2006, (d) 25% of the Original
Subordinate Principal Balance if such Distribution Date
occurs between and including December 2006 and November 2007,
28
and (e) 30% of the Original Subordinate Principal Balance if
such Distribution Date occurs during or after December 2007.
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 $2,250,981 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
29
"Adjustment Amount" shall be equal to the amount, if any, by
which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the
Adjustment Amount for such anniversary) exceeds the lesser
of (x) the greater of (A) the product of the Special Hazard
Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on
the Distribution Date immediately preceding such anniversary
and (B) twice the outstanding principal balance of the
Mortgage Loan which has the largest outstanding principal
balance on the Distribution Date immediately preceding such
anniversary, and (y) an amount calculated by the Company and
approved by each Rating Agency, which amount shall not be
less than $500,000.
Special Hazard Percentage: As of each anniversary of
the Cut-off Date, the greater of (i) 1.00% and (ii) the
largest percentage obtained by dividing (x) the aggregate
outstanding principal balance (as of the immediately
preceding Distribution Date) of the Mortgage Loans secured
by Mortgaged Properties located in a single, five-digit zip
code area in the State of California by (y) the outstanding
principal balance of all the Mortgage Loans as of the
immediately preceding Distribution Date.
Special Hazard Termination Date: The Distribution Date
upon which the Special Hazard Loss Amount has been reduced
to zero or a negative number (or the Cross-Over Date, if
earlier).
Specified Component: None.
Startup Day: As defined in Section 2.05(b).
Subordinate Certificates: As to any date of
determination, first, the Class B5 Certificates until the
Class Certificate Principal Balance thereof has been reduced
to zero; second, the Class B4 Certificates until the Class
Certificate Principal Balance thereof has been reduced to
zero; third, the Class B3 Certificates until the Class
Certificate Principal Balance thereof has been reduced to
zero; fourth, the Class B2 Certificates until the Class
Certificate Principal Balance thereof has been reduced to
zero; fifth, the Class B1 Certificates until the Class
Certificate Principal Balance thereof has been reduced to
zero; and sixth, the Class M Certificates until the Class
Certificate Principal Balance thereof has been reduced to
zero.
Subordinate Certificate Writedown Amount: As to any
Distribution Date, first, any amount distributed to the
Class PO Certificates on such Distribution Date pursuant to
Section 4.01(a)(iv) and second, after giving effect to the
application of clause first above, the amount by which (i)
the sum of the Class Certificate Principal Balances of all
the Certificates (after giving effect to the distribution of
principal and the application of Realized Losses in
reduction of the Certificate Principal Balances of the
related Certificates on such Distribution Date) exceeds (ii)
the Pool Scheduled Principal Balance on the first day of the
month of such Distribution Date less any Deficient
Valuations occurring on or prior to the Bankruptcy Coverage
Termination Date.
30
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
6.00%.
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:
31
(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.
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
32
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).
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.
33
(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,
34
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
35
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.
36
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 UC 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
37
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;
38
(iv) As of the date of the initial issuance of the
Certificates, no payment of principal of or interest on
or in respect of any Mortgage Loan is 30 or more days
past due and none of the Mortgage Loans have been past
due 30 or more days more than once during the preceding
12 months;
(v) As of the date of the initial issuance of the
Certificates, other than with respect to Cooperative
Loans, there is no mechanics' lien or claim for work,
labor or material affecting the premises subject to any
Mortgage which is or may be a lien prior to, or equal
or coordinate with, the lien of such Mortgage except
those which are insured against by the title insurance
policy referred to in (x) below;
(vi) As of the date of the initial issuance of the
Certificates, other than with respect to Cooperative
Loans, there is no delinquent tax or assessment lien
against the property subject to any Mortgage;
(vii) As of the date of the initial issuance of
the Certificates, there is no valid offset, defense or
counterclaim to any Mortgage Note or Mortgage,
including the obligation of the Mortgagor to pay the
unpaid principal and interest on such Mortgage Note;
(viii) As of the date of the initial issuance of
the Certificates, the physical property subject to any
Mortgage (or, in the case of a Cooperative Loan, the
related Cooperative Apartment) is free of material
damage and is in good repair;
(ix) Each Mortgage Loan at the time it was made
complied in all material respects with applicable state
and federal laws, including, without limitation, usury,
equal credit opportunity and disclosure laws;
(x) Other than with respect to Cooperative Loans,
a lender's title insurance policy or binder, or other
assurance of title insurance customary in the relevant
jurisdiction therefor was issued on the date of the
origination of each Mortgage Loan and each such policy
or binder is valid and remains in full force and
effect;
(xi) None of the Mortgage Loans constitute Pledged
Asset Mortgage Loans. The Loan-to-Value Ratio of each
Mortgage Loan was not more than 95.00%. As of the
Cut-off Date, no more than 3.25% of the Mortgage Loans
by Scheduled Principal Balance had Loan-to-Value Ratios
of more than 80% and each such Mortgage Loan is covered
by a Primary Insurance Policy so long as its then
outstanding principal amount exceeds 80% of the greater
of (a) the Original Value and (b) the then current
value of the related Mortgaged Property as evidenced by
an appraisal thereof satisfactory to the Company. Each
Primary Insurance Policy is issued by a private
mortgage insurer acceptable to FNMA or FHLMC;
39
(xii) Each Mortgage Note is payable on the first
day of each month in self-amortizing monthly
installments of principal and interest, with interest
payable in arrears, over an original term of not more
than fifteen years. The Mortgage Rate of each Mortgage
Note of the related Mortgage Loan was not less than
6.000% per annum and not greater than 8.625% 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
14.00% of the Mortgage Loans by Scheduled Principal
Balance had a Scheduled Principal Balance of more than
$500,000 and up to and including $750,000; (ii) no more
than 2.00% of the Mortgage Loans by Scheduled Principal
Balance had a Scheduled Principal Balance of more than
$750,000 and up to and including $1,000,000; and (iii)
no more than 1.25% 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 1.25% of
the Mortgage Loans by Scheduled Principal Balance are
secured by Mortgaged Properties located in any one
postal zip code area;
(xvi) As of the Cut-off Date, at least 95.75% 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 93.00% of
the Mortgage Loans by Scheduled Principal Balance are
secured by one-family detached residences;
(xviii) As of the Cut-off Date, no more than 4.50%
of the Mortgage Loans by Scheduled Principal Balance
are secured by condominiums and, as of the Cut-off
Date, none of the Mortgage Loans by Scheduled Principal
Balance are secured by two- to four-family residential
properties. As to each condominium or related Mortgage
Loan, (a) the related condominium is in a project that
is on the FNMA or FHLMC approved list, (b) the related
condominium is in a project that, upon submission of
appropriate application, could be so approved by either
FNMA or FHLMC, (c) the related Mortgage Loan meets the
requirements for purchase by FNMA or FHLMC, (d) the
related Mortgage Loan is of the type that could be
approved for purchase by FNMA or FHLMC but for the
principal balance of the related Mortgage Loan or the
pre-sale requirements or (e) the related Mortgage Loan
has been approved by a nationally recognized mortgage
pool insurance company for coverage under a mortgage
pool insurance policy issued by such
40
insurer. As of the Cut-off Date, no more than 0.75% of
the Mortgage Loans by Scheduled Principal Balance are
secured by condominiums located in any one postal zip
code area;
(xix) Other than with respect to Cooperative
Loans, no Mortgage Loan is secured by a leasehold
interest in the related Mortgaged Property and each
Mortgagor holds fee title to the related Mortgaged
Property;
(xx) As of the Cut-off Date, none of the Mortgage
Loans constituted Buydown Mortgage Loans.
(xxi) The original principal balances of the
Mortgage Loans range from $27,450 to $1,150,000;
(xxii) As of the Cut-off Date, no more than 2.75%
of the Mortgage Loans by Scheduled Principal Balance
are secured by second homes and no more than 1.75% of
the Mortgage Loans by Scheduled Principal Balance are
secured by investor-owned properties;
(xxiii) All appraisals have been prepared
substantially in accordance with the description
contained under the caption "The Trust Fund - The
Mortgage Loans" in the Company's prospectus dated
October 22, 1998, accompanying the Prospectus
Supplement dated November 23, 1998, pursuant to which
certain Classes of the Certificates were publicly
offered;
(xxiv) No selection procedures, other than those
necessary to comply with the representations and
warranties set forth herein or the description of the
Mortgage Loans made in any disclosure document
delivered to prospective investors in the Certificates,
have been utilized in selecting the Mortgage Loans from
the Company's portfolio which would be adverse to the
interests of the Certificateholders;
(xxv) Other than with respect to Cooperative
Loans, to the best of the Company's knowledge, at
origination no improvement located on or being part of
a Mortgaged Property was in violation of any applicable
zoning and subdivision laws and ordinances;
(xxvi) None of the Mortgage Loans is a temporary
construction loan. With respect to any Mortgaged
Property which constitutes new construction, the
related construction has been completed substantially
in accordance with the specifications therefor and any
incomplete aspect of such construction shall not be
material or interfere with the habitability or legal
occupancy of the Mortgaged Property. Mortgage Loan
amounts sufficient to effect any such completion are in
escrow for release upon or in connection with such
completion or a performance bond or completion bond is
in place to provide funds for this purpose and such
completion shall be accomplished within 120 days after
weather conditions permit the commencement thereof;
41
(xxvii) As of the Closing Date, each Mortgage Loan
is a "qualified mortgage" as defined in Section
860G(a)(3) of the Code;
(xxviii) As of the Closing Date, the Company
possesses the Document File with respect to each
Mortgage Loan, and, other than with respect to
Cooperative Loans, the related Mortgages and
intervening assignment or assignments of Mortgages, if
any, have been delivered to a title insurance company
for recording;
(xxix) As of the Cut-Off Date, none of the
Mortgage Loans are Cooperative Loans. With respect to
each Cooperative Loan:
(A) The Security Agreement creates a first
lien in the stock ownership and leasehold rights
associated with the related Cooperative Apartment;
(B) The lien created by the related Security
Agreement is a valid, enforceable and subsisting
first priority security interest in the related
Cooperative Stock securing the related Mortgage
Note, subject only to (a) liens of the
Cooperative for unpaid assessments representing
the Mortgagor's pro rata share of the
Cooperative's payments for its blanket mortgage,
current and future real property taxes, insurance
premiums, maintenance fees and other assessments
to which like collateral is commonly subject and
(b) other matters to which like collateral is
commonly subject which do not materially
interfere with the benefits of the security
intended to be provided by the Security
Agreement. There are no liens against or security
interest in the Cooperative Stock relating to
such Cooperative Loan (except for unpaid
maintenance, assessments and other amounts owed
to the related Cooperative which individually or
in the aggregate do not have a material adverse
effect on such Cooperative Loan), which have
priority over the Trustee's security interest in
such Cooperative Stock;
(C) The Cooperative Stock that is pledged as
security for the Mortgage Loan is held by a
person as a "tenant-stockholder" within the
meaning of section 216 of the Code, the related
Cooperative that owns title to the related
cooperative apartment building is a "cooperative
housing corporation" within the meaning of
section 216 of the Code, and such Cooperative is
in material compliance with applicable federal,
state and local laws which, if not complied with,
could have a material adverse effect on the
Mortgaged Property; and
(D) There is no prohibition against pledging
the Cooperative Stock or assigning the Proprietary
Lease; and
(xxx) With respect to each Mortgage Loan
identified on Exhibit C as having been originated or
acquired under the Company's Enhanced Streamlined
Refinance program, the value of the related Mortgaged
Property, as of the date of
42
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
43
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.
44
(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
45
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
46
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
47
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
48
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;
49
(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
50
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
51
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
52
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
53
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
54
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
55
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
56
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.
57
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.
58
(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
59
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;
60
(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;
61
(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.
62
(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
63
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
64
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
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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
A1 Certificates shall be allocable, first, to the Class
A2 Certificates, until the Class Certificate Balance
thereof has been reduced to zero, and second, to the
Class A1 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
66
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:
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(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;
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(ix) The Scheduled Principal Balance of any
Mortgage Loan replaced pursuant to Section 2.03(b);
(x) The Certificate Interest Rates of any LIBOR
Certificates and any COFI Certificates applicable to
the Interest Accrual Period relating to such
Distribution Date and such Class;
(xi) The Senior Percentage, the Group II Senior
Percentage and the Junior Percentage for such
Distribution Date;
(xii) The Senior Prepayment Percentage, the Group
II Senior Prepayment Distribution Percentage and the
Junior Prepayment Percentage for such Distribution
Date; and
(xiii) The amount of such distribution to the
Certificateholders of each Class allocable to
Unanticipated Recoveries.
In the case of information furnished pursuant to clauses (i)
through (iii) above, the amounts shall be expressed as a dollar
amount per Single Certificate.
In connection with any proposed transfer of a Certificate
that is purported to be made in reliance on Rule 144A under the
Securities Act, the Company shall be responsible for furnishing
such information as may be required thereunder to a proposed
transferee. In furtherance of the Company's obligations
hereunder, the Company hereby instructs the Trustee, at the
Company's expense and on its behalf, and the Trustee agrees, to
promptly make available to the proposed transferee, upon request
of the holder, (i) all statements furnished to Certificateholders
pursuant to this Section 4.05(a) on previous Distribution Dates,
(ii) all certificates furnished to the Trustee pursuant to
Section 4.06 in prior months, (iii) Officer's Certificates
furnished to the Trustee pursuant to Section 3.12 for the two
years preceding such request, (iv) reports of independent
accountants furnished to the Trustee pursuant to Section 3.13 for
the two years preceding such request, (v) a copy of the Private
Placement Memorandum relating to such Certificate, together with
any amendments or supplements thereto issued by the Company
(which copy shall be furnished to the Trustee by the Company),
and (vi) the Company's Current Report on Form 8-K, dated the
Closing Date, relating to the Mortgage Loans; provided, however,
that the Trustee shall in no event be required to make available
such statements or certificates pursuant to clauses (i) and (ii)
above relating to Distribution Dates occurring more than
twenty-four months preceding the month in which such request was
received; provided, further, however, that notwithstanding the
Trustee's agreement as aforesaid to provide such materials to a
proposed transferee, the Trustee does not assume, and shall not
thereby be deemed to have assumed, any responsibility for
compliance by the Company with Rule 144A (subject to the
Trustee's agreement set forth in the second sentence of this
paragraph) and shall be entitled to include a notice with such
statements or certificates to the effect that such materials have
not been prepared or assembled by the Trustee and that the
Trustee assumes no responsibility for the adequacy, sufficiency
or contents thereof. In connection with any such proposed
transfer, the Company shall make available to the proposed
holder, at the request of the related transferor, such additional
information, if any, as may be required to be delivered pursuant
to Rule 144A(d)(4).
69
Section 4.06. Servicer's Certificate. Each month, not later
than the second Business Day next preceding each Distribution
Date, the Company shall deliver to the Trustee a completed
Servicer's Certificate.
Section 4.07. Reports of Foreclosures and Abandonments of
Mortgaged Property. The Trustee (or the Company on behalf of the
Trustee) shall, in each year beginning after 1998, make the
reports of foreclosures and abandonments of any Mortgaged
Property as required by section 6050J of the Code. In order to
facilitate this reporting process, the Company, on or before
January 15th of each year, shall provide to the Trustee reports
relating to each instance occurring during the previous calendar
year in which the Company (i) on behalf of the Trustee acquires
an interest in a Mortgaged Property through foreclosure or other
comparable conversion in full or partial satisfaction of a
Mortgage Loan, or (ii) knows or has reason to know that a
Mortgaged Property has been abandoned. Reports from the Company
shall be in form and substance sufficient to meet the reporting
requirements imposed by section 6050J of the Code.
Section 4.08. Reduction of Base Servicing Fees by
Compensating Interest Payments. The aggregate amount of the Base
Servicing Fees subject to retention by the Company as servicer in
respect of any Distribution Date shall be reduced by the amount
of any Compensating Interest Payment for such Distribution Date.
Section 4.09. Surety Bond. (a) If a Required Surety Payment
is payable pursuant to the Surety Bond with respect to any
Pledged Asset Mortgage Loan, the Company shall so notify the
Trustee as soon as reasonably practicable and shall, on behalf of
the Trustee for the benefit of the Certificateholders, promptly
complete the notice in the form of Attachment 1 to the Surety
Bond and shall promptly submit such notice to the Surety as a
claim for a Required Surety Payment.
(b) Upon receipt of a Required Surety Payment from the
Surety on behalf of the Certificateholders, the Company shall
promptly credit the Mortgage Loan Payment Record and shall
distribute such Required Surety Payment, or the proceeds thereof,
in accordance with the provisions of Section 4.01.
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 $201,791,836.22. 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:
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Initial Class
Certificate Certificate
Principal Interest Minimum
Designation Balance Rate Denominations
----------- ------- ---- -------------
Class A1 $196,733,112.00 6.00% $ 25,000
Class A2 1,008,959.00 6.00 25,000
Class PO 13,827.97 0.00 (1)
Class M 1,513,000.00 6.00 100,000
Class B1 504,000.00 6.00 100,000
Class B2 505,000.00 6.00 100,000
Class B3 807,000.00 6.00 250,000
Class B4 404,000.00 6.00 250,000
Class B5 302,837.25 6.00 250,000
Class R 100.00 6.00 100
--------
(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.
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(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
72
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
73
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
74
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-
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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
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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
77
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)
000-0000.
(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.
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(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.
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(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
80
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:
81
(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
82
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
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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
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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
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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.
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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
87
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
88
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
89
Agreement and the conditions of this Article VIII. Each
separate trustee and co-trustee, upon its acceptance of the
trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with
the Trustee or separately, as may be provided therein, subject to
all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of,
affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the Trustee
and a copy thereof given to the Company.
Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full
power and authority, to the extent not prohibited by law, to do
any lawful act under or in respect of this Agreement on its
behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted
by law, without the appointment of a new or successor trustee.
Section 8.11. Compliance with REMIC Provisions; Tax
Returns. The Trustee shall at all times act in such a manner in
the performance of its duties hereunder as shall be necessary to
prevent the REMIC from failing to qualify as a REMIC and to
prevent the imposition of a tax on the Trust Fund or the REMIC
established hereunder. The Trustee, upon request, will furnish
the Company with all such information within its possession as
may be reasonably required in connection with the preparation of
all tax returns of the Trust Fund and any Reserve Fund, and
shall, upon request, execute such returns.
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Repurchase by the Company or
Liquidation of All Mortgage Loans. Subject to Section 9.02, the
respective obligations and responsibilities of the Company and
the Trustee created hereby (other than the obligation of the
Trustee to make certain payments to Certificateholders after the
final Distribution Date and the obligation of the Trustee to send
certain notices as hereinafter set forth) shall terminate upon
the last action required to be taken by the Trustee on the final
Distribution Date pursuant to this Article IX following the
earlier of (a) the repurchase by the Company of all Mortgage
Loans and all REO Mortgage Loans remaining in the Trust Fund at a
price equal to the sum of (x) 100% of the unpaid principal
balance of each Mortgage Loan (other than any REO Mortgage Loans
described in the following clause) as of the first day of the
month in which such purchase price is to be distributed to
Certificateholders plus accrued and unpaid interest thereon at
the applicable Remittance Rate (less any amounts constituting
previously unreimbursed Monthly Advances) to the first day of the
month in which such purchase price is to be distributed to
Certificateholders and (y) the appraised value of any REO
Mortgage Loan (less the good faith estimate of the Company of
Liquidation Expenses to be incurred in connection with its
disposal thereof), such appraisal to be conducted by an appraiser
mutually agreed upon by the Company and the Trustee, and (b) the
later of the final payment or other liquidation (or any Monthly
Advance with respect thereto) of the last Mortgage Loan remaining
in the Trust Fund or the disposition of all property acquired
upon foreclosure or by deed in lieu of foreclosure of any
Mortgage Loan; provided, however, that in no event shall the
Trust Fund created hereby continue beyond the
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expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, 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
91
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.
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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
93
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., 0 Xxxxxxxxx
Xxxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000, Attention: General
Counsel, (b) in the case of the Trustee, to State Street Bank and
Trust Company, Corporate Trust Department, 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, (c) in the case of Fitch, to Fitch
IBCA, Inc., Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Structured Finance Surveillance, and (d) in the case
of S&P, Standard and Poor's Ratings Services, 00 Xxxxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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
94
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.
* * *
95
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:
State of New Jersey )
) ss.:
County of Camden )
On the day of November, 1998 before me, a notary public in
and for the State of New Jersey, personally appeared
_______________________, known to me who, being by me duly sworn,
did depose and say that he/she resides at
_________________________ _____________________________________;
that he/she is a(n) _________________________ of GE Capital
Mortgage Services, Inc., a corporation formed under the laws of
the State of New Jersey, one of the parties that executed the
foregoing instrument; that he/she knows the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of
Directors of said corporation; and that he/she signed his/her
name thereto by like order.
----------------------------------
Notary Public
[Notarial Seal]
The Commonwealth of Massachusetts)
) ss.:
County of Suffolk )
On the day of November, 1998 before me, a notary public in
and for the Commonwealth of Massachusetts, personally appeared
____________________, known to me who, being by me duly sworn,
did depose and say that he/she resides at __________________
_____________________________________________________________;
that he/she is a(n) __________________________________ of State
Street Bank and Trust Company, one of the parties that executed
the foregoing instrument; that he/she knows the seal of said
Bank; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors
of said Bank; and that he/she signed his/her name thereto by
order of the Board of Directors of said Bank.
----------------------------------
Notary Public
[Notarial Seal]
EXHIBIT A
FORMS OF CERTIFICATES
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET
FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE
SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-22
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 $196,733,112
Certificate Interest Initial Certificate Principal
Rate per annum: 6.00% Balance of this Certificate:
$
Cut-off Date:
November 1, 1998
First Distribution Date: CUSIP: 00000XXX0
December 28, 1998
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 November 1, 1998 (the "Agreement"), between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in December 1998, to the Person in whose name this
Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), of an amount equal to the
product of the Percentage Interest evidenced by this Certificate
and the aggregate amount required to be distributed to Holders of
Certificates of the same Class as this Certificate pursuant to
the Agreement.
Distributions on this Certificate will be made by the
Trustee by check or money order mailed to the Person entitled
thereto at the address appearing in the Certificate Register or,
upon written request by the Certificateholder, by such other
means of payment as such Person and the Trustee shall agree.
Except as otherwise provided in the Agreement, the final
distribution on
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of
Certificates designated as REMIC Multi-Class Pass-Through
Certificates, Series 1998-22, issued in ten Classes (Class A1,
Class A2, 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 A2, 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 A2, 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 A2, 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.
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:_________________
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.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET
FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE
SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE ASSETS
OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED
HEREIN. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN
OTHER RESTRICTIONS AS SET FORTH HEREIN.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-22
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 $1,008,959
Certificate Interest Initial Certificate Principal
Rate per annum: 6.00% Balance of this Certificate:
$
Cut-off Date:
November 1, 1998
First Distribution Date: CUSIP: 00000XXX0
December 28, 1998
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 November 1, 1998 (the "Agreement"), between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in December 1998, 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
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET
FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE
SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION
5.02 OF THE AGREEMENT.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE,
BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH
IN THE AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT
TO THE TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE
SECTION 860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR
OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION, OR AN ENTITY
THAT HOLDS REMIC RESIDUAL SECURITIES AS NOMINEE TO FACILITATE THE
CLEARANCE AND SETTLEMENT OF SUCH SECURITIES THROUGH BOOK-ENTRY
CHANGES IN ACCOUNTS OF PARTICIPATING ORGANIZATIONS (A "BOOK-ENTRY
NOMINEE") AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE AGREEMENT
AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE RESTRICTIONS ON
TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR BOOK-
ENTRY NOMINEES.
THE HOLDER OF THIS CLASS R CERTIFICATE, BY ACCEPTANCE HEREOF, IS
DEEMED TO HAVE IRREVOCABLY APPOINTED THE COMPANY (AS DEFINED
HEREIN) AS ITS AGENT AND ATTORNEY-IN-FACT TO ACT AS "TAX MATTERS
PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F
OF THE CODE, WITH RESPECT TO THE TRUST FUND.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
DISQUALIFIED ORGANIZATION, BOOK-ENTRY NOMINEE OR NON-PERMITTED
FOREIGN HOLDER, AS DEFINED IN THE AGREEMENT OR TO ANY EMPLOYEE
BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("SECTION
4975") (A "PLAN") OR A PERSON THAT IS USING THE ASSETS OF A PLAN
TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER
RESTRICTIONS AS SET FORTH HEREIN.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-22
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: 6.00% Balance of this Certificate:
$
Cut-off Date:
November 1, 1998
First Distribution Date: CUSIP: 00000XXX0
December 28, 1998
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 November 1, 1998 (the "Agreement"), between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in December 1998, to the Person in whose name this
Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), of an amount equal to the
product of the Percentage Interest evidenced by this Certificate
and the aggregate amount required to be distributed to Holders of
Certificates of the same Class as this Certificate pursuant to
the Agreement.
Distributions on this Certificate will be made by the
Trustee by check or money order mailed to the Person entitled
thereto at the address appearing in the Certificate Register or,
upon written request by the Certificateholder, by such other
means of payment as such Person and the Trustee shall agree.
Except as otherwise provided in the Agreement, the final
distribution on
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of
Certificates designated as REMIC Multi-Class Pass-Through
Certificates, Series 1998-22, issued in ten Classes (Class A1,
Class A2, 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 A2, 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 A2, 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 A2, 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.
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:___________________
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.
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).
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-22
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 $13,827.97
Certificate Interest Initial Certificate Principal
Rate per annum: Balance of this Certificate:
non-interest bearing $
Cut-off Date:
November 1, 1998
First Distribution Date:
December 28, 1998
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 November 1, 1998 (the "Agreement"), between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in December 1998, to the Person in whose name this
Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), of an amount equal to the
product of the Percentage Interest evidenced by this Certificate
and the aggregate amount required to be distributed to Holders of
Certificates of the same Class as this Certificate pursuant to
the Agreement.
Distributions on this Certificate will be made by the
Trustee by check or money order mailed to the Person entitled
thereto at the address appearing in the Certificate Register or,
upon written request by the Certificateholder, by such other
means of payment as such Person and the Trustee shall agree.
Except as otherwise provided in the Agreement, the final
distribution on
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of
Certificates designated as REMIC Multi-Class Pass-Through
Certificates, Series 1998-22, issued in ten Classes (Class A1,
Class A2, 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 A2, 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 A2, 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 A2, 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.
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:___________________
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.
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.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-22
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class M Certificate
Principal Balance:
Class M $1,513,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.00% Balance of this Certificate:
$
Cut-off Date:
November 1, 1998
First Distribution Date: CUSIP: 00000XXX0
December 28, 1998
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 November 1, 1998 (the "Agreement"), between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in December 1998, to the Person in whose name this
Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), of an amount equal to the
product of the Percentage Interest evidenced by this Certificate
and the aggregate amount required to be distributed to Holders of
Certificates of the same Class as this Certificate pursuant to
the Agreement.
Distributions on this Certificate will be made by the
Trustee by check or money order mailed to the Person entitled
thereto at the address appearing in the Certificate Register or,
upon written request by the Certificateholder, by such other
means of payment as such Person and the Trustee shall agree.
Except as otherwise provided in the Agreement, the final
distribution on
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of
Certificates designated as REMIC Multi-Class Pass-Through
Certificates, Series 1998-22, issued in ten Classes (Class A1,
Class A2, 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 A2, 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 A2, 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 A2, 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.
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:___________________
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.
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.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-22
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 $504,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.00% Balance of this Certificate:
$
Cut-off Date:
November 1, 1998
First Distribution Date: CUSIP: 00000XXX0
December 28, 1998
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 November 1, 1998 (the "Agreement"), between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in December 1998, 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 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.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-22
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 $505,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.00% Balance of this Certificate:
$
Cut-off Date:
November 1, 1998
First Distribution Date: CUSIP: 00000XXX0
December 28, 1998
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 November 1, 1998 (the "Agreement"), between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in December 1998, 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 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 1998-22
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 $807,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.00% Balance of this Certificate:
$
Cut-off Date:
November 1, 1998
First Distribution Date: CUSIP: 00000XXX0
December 28, 1998
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 November 1, 1998 (the "Agreement"), between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in December 1998, to the Person in whose name this
Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), of an amount equal to the
product of the Percentage Interest evidenced by this Certificate
and the aggregate amount required to be distributed to Holders of
Certificates of the same Class as this Certificate pursuant to
the Agreement.
Distributions on this Certificate will be made by the
Trustee by check or money order mailed to the Person entitled
thereto at the address appearing in the Certificate Register or,
upon written request by the Certificateholder, by such other
means of payment as such Person and the Trustee shall agree.
Except as otherwise provided in the Agreement, the final
distribution on
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of
Certificates designated as REMIC Multi-Class Pass-Through
Certificates, Series 1998-22, issued in ten Classes (Class A1,
Class A2, 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 A2, 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 A2, 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 A2, 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.
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:____________________
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.
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)
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 1998-22
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 $404,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.00% Balance of this Certificate:
$
Cut-off Date:
November 1, 1998
First Distribution Date: CUSIP: 00000XXX0
December 28, 1998
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 November 1, 1998 (the "Agreement"), between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in December 1998, 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 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 1998-22
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 $302,837.25
Certificate Interest Initial Certificate Principal
Rate per annum: 6.00% Balance of this Certificate:
$
Cut-off Date:
November 1, 1998
First Distribution Date: CUSIP: 00000XXX0
December 28, 1998
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 November 1, 1998 (the "Agreement"), between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in December 1998, 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
EXHIBIT B
PRINCIPAL BALANCE SCHEDULES
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.]
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 1
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0006356554 MORTGAGORS: XXXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXX XX
03 CITY : ATLANTA
STATE/ZIP : GA 30327
MORTGAGE AMOUNT : 291,147.83 OPTION TO CONVERT :
UNPAID BALANCE : 222,730.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,719.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/08
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 55.45600
-----------------------------------------------------------------
0 0007691793 MORTGAGORS: XXXXXXX XXXXXX
XXXX XXXX
REGION CODE ADDRESS : 905 XXX XXXXXXXX
00 CITY : SANTA XXXXXXX
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 999,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 973,533.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 9,049.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 37.00000
-----------------------------------------------------------------
0 0007692676 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX XXXXXXXX
REGION CODE ADDRESS : 0000 XXXX XXXXXX
02 CITY : SAN DIEGO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 438,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 430,821.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,068.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 60.53700
-----------------------------------------------------------------
0 0007692841 MORTGAGORS: XXXXX XXXXXXXX
XXXXX XXXXXX
REGION CODE ADDRESS : 9121 XXXXX
02 CITY : XXXXXX GROVE
STATE/ZIP : IL 60053
MORTGAGE AMOUNT : 156,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 153,066.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,424.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 69.33300
-----------------------------------------------------------------
0 0007693195 MORTGAGORS: XXXXXXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 X XXX XX
02 CITY : MIAMI BEACH
STATE/ZIP : FL 33140
MORTGAGE AMOUNT : 1,150,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 1,125,490.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 10,742.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 015
LTV : 63.88800
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 3,035,047.83
P & I AMT: 28,004.19
UPB AMT: 2,905,642.30
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 2
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007693203 MORTGAGORS: XXXXXXXXXX XXXXXXX
XXXXXXXXXX XXXX
REGION CODE ADDRESS : 00 XXXXXXXX XXXX
02 CITY : OLD BRIDGE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 135,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 132,639.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,262.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 70.00000
-----------------------------------------------------------------
0 0007693252 MORTGAGORS: XXXXXXXXX XXXXXXX
XXXXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXXXX
00 CITY : UNION
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 90,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 87,862.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 834.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 45.00000
-----------------------------------------------------------------
0 0007693278 MORTGAGORS: XXXXXXX XXXXX
REGION CODE ADDRESS : 000 X XXXX XXXXXX
02 CITY : LANTANA
STATE/ZIP : FL 33462
MORTGAGE AMOUNT : 45,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 43,957.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 413.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 56.25000
-----------------------------------------------------------------
0 0007693393 MORTGAGORS: XXXXXXXX XXXXX
XXXXXXXX XXXXXXXX
REGION CODE ADDRESS : 00000 XXXXXXX XXXX
02 CITY : PALM DESERT
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 55,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 54,009.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 517.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 69.62000
-----------------------------------------------------------------
0 0007693526 MORTGAGORS: XXXXXXXX XXXXXXX
XXXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXX
02 CITY : INDIANAPOLIS
STATE/ZIP : IN 46254
MORTGAGE AMOUNT : 96,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 94,143.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 876.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 71.11100
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 421,100.00
P & I AMT: 3,904.36
UPB AMT: 412,611.50
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 3
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007698244 MORTGAGORS: XXX XXXXXX
XXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXX XXXXXX
02 CITY : SAN FRANCISCO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 570,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 561,190.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,243.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 69.09091
-----------------------------------------------------------------
0 0007698525 MORTGAGORS: XXXXX XXXXX
XXXXX XXXXXXXX
REGION CODE ADDRESS : 000 00XX XXXXXX XXXX
00 XXXX : MARATHON
STATE/ZIP : FL 33050
MORTGAGE AMOUNT : 130,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 127,529.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,177.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 47.27200
-----------------------------------------------------------------
0 0007698541 MORTGAGORS: XXXX XXXX
REGION CODE ADDRESS : 000 XXXXXX XXXXXX
02 CITY : MILLEDGEVILLE
STATE/ZIP : GA 31061
MORTGAGE AMOUNT : 122,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 117,490.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,139.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 75.77639
-----------------------------------------------------------------
0 0007698673 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX XXXXXXXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXX
02 CITY : MIAMI
STATE/ZIP : FL 33143
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 492,104.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,529.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 45.45400
-----------------------------------------------------------------
0 0007698707 MORTGAGORS: ASEROV XXXX
XXXXXX RINA
REGION CODE ADDRESS : 0000 XXXX XXXX
02 CITY : FORT LAUDERDALE
STATE/ZIP : FL 33312
MORTGAGE AMOUNT : 67,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 66,230.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 616.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,389,500.00
P & I AMT: 12,706.12
UPB AMT: 1,364,545.10
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 4
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007707664 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 000 XXXXXXXXXXX XXX
01 CITY : OAK RIDGE
STATE/ZIP : TN 37830
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 371,391.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,344.45 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 57.69200
-----------------------------------------------------------------
0 0007707706 MORTGAGORS: XXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXXX XXXXXX XXXX
01 CITY : SAVANNAH
STATE/ZIP : GA 31410
MORTGAGE AMOUNT : 387,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 383,275.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,451.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 73.71400
-----------------------------------------------------------------
0 0007708001 MORTGAGORS: XXXXXXXX XXXXX
REGION CODE ADDRESS : 000 XXXXXX XXXXXX
01 CITY : NASHVILLE
STATE/ZIP : TN 37208
MORTGAGE AMOUNT : 92,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 83,199.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 826.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007718901 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXXXXX
REGION CODE ADDRESS : 0 XXXXXXXXX XXXX XXXX 0
02 CITY : BURLINGTON
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 230,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,596.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,087.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.75778
-----------------------------------------------------------------
0 0007718976 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXXXX
XXXXXX CODE ADDRESS : 0000 XXXXX XXXX
02 CITY : JACKSONVILLE
STATE/ZIP : FL 32207
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,184.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,696.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 66.66600
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,384,500.00
P & I AMT: 12,407.29
UPB AMT: 1,349,647.94
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 5
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007719024 MORTGAGORS: XXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 X. XXXXXXXXXXXXXX XXXX
02 CITY : NICEVILLE
STATE/ZIP : FL 32449
MORTGAGE AMOUNT : 588,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 580,433.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,244.10 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 78.40000
-----------------------------------------------------------------
0 0007719339 MORTGAGORS: XXXXXX XXXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 0000 00XX XXXXXX X.
02 CITY : SEATTLE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 464,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 459,486.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,105.98 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007721376 MORTGAGORS: XXX XXXXX
XXX XXXXX
REGION CODE ADDRESS : 0 XXXXXX XXXXX XXXX
02 CITY : HAMPTON FALLS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 380,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 372,668.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,369.74 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007721384 MORTGAGORS: XXXXX XXXXX
XXXXX XXXXXXXXX
REGION CODE ADDRESS : 000 XXXXX XXXX
02 CITY : SCOTTS VALLEY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 397,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 386,293.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,568.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 63.52000
-----------------------------------------------------------------
0 0007721392 MORTGAGORS: XXXXXXX XXXXXXX
XXXXXXX XXXXXXX
REGION CODE ADDRESS : 000 XXX XXXX XXXX
02 CITY : APTOS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 361,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 356,102.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,194.53 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 59.18000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,190,800.00
P & I AMT: 19,482.70
UPB AMT: 2,154,985.66
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 6
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007721400 MORTGAGORS: XXX XXXX
XXX XXXX
REGION CODE ADDRESS : 3329 MARCEL COURT
02 CITY : SAN XXXX
STATE/ZIP : CA 95135
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 355,465.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,261.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 67.92400
-----------------------------------------------------------------
0 0007721418 MORTGAGORS: XXXXXXXXX XXXXX
REGION CODE ADDRESS : 000 XXXXXXXX XXXXX
02 CITY : DANVILLE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 299,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,725.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,729.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 64.30100
-----------------------------------------------------------------
0 0007721426 MORTGAGORS: XXXXXX XXXXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXX XXXX
02 CITY : JAMESVILLE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,777.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,782.59 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 69.33300
-----------------------------------------------------------------
0 0007721442 MORTGAGORS: XXXX XXXXXX
XXXX XXXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXXXX
02 CITY : SAN XXXX
STATE/ZIP : CA 95124
MORTGAGE AMOUNT : 286,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,474.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,630.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 59.58300
-----------------------------------------------------------------
0 0007721459 MORTGAGORS: XXXXX XXXXXX
REGION CODE ADDRESS : 00000 XXXXXXXXX XXXXX XXXXX
02 CITY : GOLDEN
STATE/ZIP : CO 80401
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,144.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,097.19 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 64.22018
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,607,000.00
P & I AMT: 14,501.24
UPB AMT: 1,586,587.77
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 7
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007721491 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXXXXXX
REGION CODE ADDRESS : 0000 XX. XXXXXX XXX
02 CITY : NAPA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,591.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,151.09 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 61.25000
-----------------------------------------------------------------
0 0007721509 MORTGAGORS: XXX XXXXX
XXX XXXXX
REGION CODE ADDRESS : 000 XXXXX XXXXXX XXX
02 CITY : SAN XXXX
STATE/ZIP : CA 95128
MORTGAGE AMOUNT : 322,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,023.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,962.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.00000
-----------------------------------------------------------------
0 0007721517 MORTGAGORS: LACHTANSKI XXXXXXX
XXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXXX
02 CITY : SAN XXXX
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 367,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 362,475.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,274.89 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007721525 MORTGAGORS: XXXXXXXXXX XXXXXX
XXXXXXXXXX XXXX
REGION CODE ADDRESS : 0000 XXXX XXXX
02 CITY : WESTLAKE VILLAGE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 423,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 417,992.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,747.60 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 70.00000
-----------------------------------------------------------------
0 0007721533 MORTGAGORS: XXXXXXX XXXXXXX
XXXXXXX XXXXXX
REGION CODE ADDRESS : 00000 XXX XXXXXX XXXX
02 CITY : CORAL GABLES
STATE/ZIP : FL 33156
MORTGAGE AMOUNT : 550,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 542,922.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,905.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 44.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,907,700.00
P & I AMT: 17,040.94
UPB AMT: 1,883,004.46
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 8
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007721541 MORTGAGORS: XXX XXXX
XXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXXXX
02 CITY : XXXXXX CITY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,707.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,502.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 60.00000
-----------------------------------------------------------------
0 0007721558 MORTGAGORS: XXXXXX XXXXXX
XXXXXX-XXXXXX XXX
REGION CODE ADDRESS : 000 XXXXX XXXXXXX XXXXX
02 CITY : SCOTTS VALLEY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 277,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,305.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,451.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 67.89200
-----------------------------------------------------------------
0 0007721566 MORTGAGORS: XXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXXX
02 CITY : WALNUT CREEK
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 324,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,962.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,957.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007721574 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX XXXX
REGION CODE ADDRESS : 2984 HOLIDAY COURT
02 CITY : XXXXXX XXXX
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 370,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 365,238.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,299.87 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.74747
-----------------------------------------------------------------
0 0007721582 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXXXX
02 CITY : XXXXXX HILL
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,471.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,637.16 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/08
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 50.40000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,556,000.00
P & I AMT: 14,848.85
UPB AMT: 1,535,686.08
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 9
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007721590 MORTGAGORS: XXXXXX XXXX
XXXXXX XXXX
REGION CODE ADDRESS : 00 XXXXX XXXXXXX XXXXX
02 CITY : KEY LARGO
STATE/ZIP : FL 33037
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 594,287.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,392.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 31.57800
-----------------------------------------------------------------
0 0007721608 MORTGAGORS: XXXXXXX XXXXXXXX
XXXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXX XXX XXXX XXXXX
02 CITY : ORANGE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 292,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,971.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,732.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 74.05000
-----------------------------------------------------------------
0 0007721616 MORTGAGORS: XXXXXXXXX XXXXX
REGION CODE ADDRESS : 000 XXXX XXXXXXXXXX XXXXX
02 CITY : MILL VALLEY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 300,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,755.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,743.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 49.26200
-----------------------------------------------------------------
0 0007721624 MORTGAGORS: BARI XXXXX
XXXX PENELOPE
REGION CODE ADDRESS : 000 XXXXX XXXXXXXX XXXX
02 CITY : ST LOUIS
STATE/ZIP : MO 63124
MORTGAGE AMOUNT : 385,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 382,116.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,494.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 73.47619
-----------------------------------------------------------------
0 0007721632 MORTGAGORS: XXXXXXXX XXXXX
XXXXXXXX XXXXXX
REGION CODE ADDRESS : 00 XXXXXXXXXX XXXXX
02 CITY : HILTON HEAD ISLAND
STATE/ZIP : SC 29928
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,397.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,497.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 84.21052
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,858,750.00
P & I AMT: 16,859.91
UPB AMT: 1,838,529.18
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 10
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007721640 MORTGAGORS: MINOOKA HIROTSUGU
MINOOKA XXX
REGION CODE ADDRESS : 0000 X. XXXXXX XXXXXX
02 CITY : SAN XXXX
STATE/ZIP : CA 95129
MORTGAGE AMOUNT : 342,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,835.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,074.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.00000
-----------------------------------------------------------------
0 0007721657 MORTGAGORS: XXXXX XXXX-XXXX
CHENG FWU-JEN
REGION CODE ADDRESS : 00000 XXXXXX XXXX XXXXXX
02 CITY : FREMONT
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 521,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 514,670.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,543.70 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007721665 MORTGAGORS: TOY XXXXXXXXX
TOY XXXXXX
REGION CODE ADDRESS : 000 XXXXXXX XXXXX
02 CITY : SAN MATEO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 477,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 471,421.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,291.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 63.24503
-----------------------------------------------------------------
0 0007721681 MORTGAGORS: XXXXXXXX XXXXXXX
XXXXXXXX XXXXXXXX
REGION CODE ADDRESS : 00000 XXXXXXX XXXXX
02 CITY : CARMEL
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 491,106.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,459.28 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 69.93007
-----------------------------------------------------------------
0 0007721699 MORTGAGORS: XXXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXXX
02 CITY : SAN XXXX
STATE/ZIP : CA 95148
MORTGAGE AMOUNT : 263,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,849.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,404.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.25700
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,104,500.00
P & I AMT: 18,773.38
UPB AMT: 2,077,883.24
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 11
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007721707 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXXXX
02 CITY : SAN XXXX
STATE/ZIP : CA 95148
MORTGAGE AMOUNT : 333,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 330,572.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,999.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
-----------------------------------------------------------------
0 0007721715 MORTGAGORS: XXXXXXXX XXXXX
XXXXXXXX XXXXXXX
REGION CODE ADDRESS : 000 XXXXXX XXXXX
02 CITY : APTOS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,400.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,500.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 32.47000
-----------------------------------------------------------------
0 0007721731 MORTGAGORS: XX XXX
JEW NATALIE
REGION CODE ADDRESS : 0000 XXXXX XXXXXX
02 CITY : SAN FRANCISCO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 644,009.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,979.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 65.65600
-----------------------------------------------------------------
0 0007721756 MORTGAGORS: TOY XXXXXXX
TOY GRACE
REGION CODE ADDRESS : 00000 XXXXXXXX XXXX
00 CITY : CUPERTINO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 342,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,778.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,097.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 50.66666
-----------------------------------------------------------------
0 0007721764 MORTGAGORS: OBSTFELD XXXXXXX
XXXXX XXXXXX XXX
REGION CODE ADDRESS : 000 XXX XXXXX XXXX
02 CITY : BERKELEY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 305,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 302,158.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,784.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 56.48148
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,906,750.00
P & I AMT: 17,361.64
UPB AMT: 1,888,919.68
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 12
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007721772 MORTGAGORS: XXXXX XXXX
XXXXX XXXX XXXX
REGION CODE ADDRESS : 000 XXXXXX XXXX
02 CITY : MOUNTAIN VIEW
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 305,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 302,096.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,741.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.25000
-----------------------------------------------------------------
0 0007721780 MORTGAGORS: XXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXX XXXX XXXXXXXXX XXXX X.X.
02 CITY : BELLEVUE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 397,385.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,511.98 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 48.19277
-----------------------------------------------------------------
0 0007721798 MORTGAGORS: BOSS XXXXX
XXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXX XXXXX
02 CITY : LA JOLLA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 495,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 490,185.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,380.31 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 55.61700
-----------------------------------------------------------------
0 0007721806 MORTGAGORS: XXXX XXXX
XXXX XXXXXX
REGION CODE ADDRESS : 00 XXXXXX XXXXXX
02 CITY : SAUSALITO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 410,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 405,778.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,685.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 32.80000
-----------------------------------------------------------------
0 0007721814 MORTGAGORS: SINGH XXXX
XXXXX RADHA
REGION CODE ADDRESS : 0000 XXXXXXXX XX
02 CITY : PASADENA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 377,621.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,442.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 66.08695
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,990,000.00
P & I AMT: 17,761.08
UPB AMT: 1,973,066.44
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 13
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007721822 MORTGAGORS: WINGES XXXXX
XXX-XXXXXX XXXXXXXX
REGION CODE ADDRESS : 00 XXXXX XXXX
02 CITY : HILLSBOROUGH
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,431.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,012.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 26.93877
-----------------------------------------------------------------
0 0007721830 MORTGAGORS: XXXXXXXXX XXXXX
XXXXXXXXX XXXXXXXXX
REGION CODE ADDRESS : 00000 XXXXXXX XXXXX XXXX
02 CITY : LOS GATOS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 336,763.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,056.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 59.64912
-----------------------------------------------------------------
0 0007721848 MORTGAGORS: XXXXX XXXXXXX
XXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXXXX
02 CITY : PLACENTIA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 264,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,233.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,416.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 77.85200
-----------------------------------------------------------------
0 0007721863 MORTGAGORS: KANOH KATSUHIKO
KANOH XXXXXXXX
REGION CODE ADDRESS : 00 XXXXXX XXXXX
02 CITY : OAKLAND
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 242,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,646.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,141.49 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 71.17647
-----------------------------------------------------------------
0 0007721871 MORTGAGORS: GOLD XXXXX
XXXX XXXXXXXXX
REGION CODE ADDRESS : 2907 SW PERIANDER
02 CITY : PORTLAND
STATE/ZIP : OR 97201
MORTGAGE AMOUNT : 394,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 390,028.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,605.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 71.80900
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,571,650.00
P & I AMT: 14,231.67
UPB AMT: 1,555,103.78
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 14
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007721939 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXXX
REGION CODE ADDRESS : 000 XXXXXXXX XXXXXX
02 CITY : XXXXXX
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 414,653.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,775.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007721947 MORTGAGORS: XXXXX XXXXX
XXXXX XXXXX
REGION CODE ADDRESS : 0 XXXXXXXXX XXXXX
02 CITY : COCKEYSVILLE XXXX
STATE/ZIP : MD 21030
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 334,398.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,985.18 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 61.15108
-----------------------------------------------------------------
0 0007721954 MORTGAGORS: XXXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXXXX
02 CITY : HOUSTON
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 450,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 443,134.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,016.91 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007722044 MORTGAGORS: MARTINENAS VITAS
XXXXXXXXXX XXXXX
REGION CODE ADDRESS : 000 XXXXXXXXX XXXX
02 CITY : FAIRFIELD
STATE/ZIP : CT 06430
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,147.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,526.22 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 67.44186
-----------------------------------------------------------------
0 0007722051 MORTGAGORS: XXXXXXX XXXXXXXX
XXXXXXX XXXXXX
REGION CODE ADDRESS : 000 XXXXXXXX XXXXXX
02 CITY : XXXXXX
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 649,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 642,754.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,788.14 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 72.51396
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,149,400.00
P & I AMT: 19,091.53
UPB AMT: 2,121,087.82
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 15
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007722135 MORTGAGORS: XXXX XXXXXX
XXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXXXX
02 CITY : ATLANTA
STATE/ZIP : GA 30306
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,652.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,195.19 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 65.79634
-----------------------------------------------------------------
0 0007722192 MORTGAGORS: XXXXXX XXXXXXXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXX XXXX XXXX XXXXX
02 CITY : LITTLETON
STATE/ZIP : CO 80124
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 495,239.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,494.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.59124
-----------------------------------------------------------------
0 0007722226 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXX XXX
02 CITY : SAN XXXX
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 368,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 364,382.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,231.02 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 58.88000
-----------------------------------------------------------------
0 0007722234 MORTGAGORS: LIM XXXXXX
XXX SUN
REGION CODE ADDRESS : 0000 XXXXX XXXX XXXXX
02 CITY : GILROY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 227,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 225,037.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,042.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 64.91428
-----------------------------------------------------------------
0 0007722242 MORTGAGORS: XXXXX XXXXXXX
XXXXXXX XXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXXX
02 CITY : SUNNYVALE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 249,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,954.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,277.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 45.40491
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,596,700.00
P & I AMT: 14,240.10
UPB AMT: 1,581,266.08
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 16
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007722259 MORTGAGORS: XXXXXX XXXX
XXXXXX XXXXXX
REGION CODE ADDRESS : 000 XXXXXXXX XXXXXX
02 CITY : MILPITAS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 253,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,243.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,312.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.42105
-----------------------------------------------------------------
0 0007722275 MORTGAGORS: XX XXXXXX
XX XXXXXXX
REGION CODE ADDRESS : 000 XXXXXXX XXXXXX
02 CITY : SAN FRANCISCO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 538,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 532,878.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,835.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 71.73300
-----------------------------------------------------------------
0 0007722291 MORTGAGORS: XXXXX XXXXXXX
XXXXX XXXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXX
02 CITY : PLANO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 408,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 404,625.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,615.74 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 65.37600
-----------------------------------------------------------------
0 0007722317 MORTGAGORS: RAMOJI XXXXXXXXX
RAMOJI KANAKALATHA
REGION CODE ADDRESS : 000 XXXXX XXXXX
02 CITY : MILPITAS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 278,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,381.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,518.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 52.95200
-----------------------------------------------------------------
0 0007722325 MORTGAGORS: XXX XXXXX-XXXX
XXX XXXX
REGION CODE ADDRESS : 0000 XXXXX 0XX XXXXXX
02 CITY : ARCADIA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 376,497.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,495.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 61.29000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,857,900.00
P & I AMT: 16,777.66
UPB AMT: 1,839,627.14
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 17
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007722333 MORTGAGORS: XXX XXXXXX
XXX XXXX-XXX
REGION CODE ADDRESS : 10 STONEBROOK
02 CITY : IRVINE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,253.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,480.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 71.68800
-----------------------------------------------------------------
0 0007722341 MORTGAGORS: XXXX TIN
XXXXX XXX
REGION CODE ADDRESS : 000 XXXXXX XXXXX
02 CITY : PALO ALTO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 396,025.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,484.43 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007722358 MORTGAGORS: XXXXX XXXXX
XX XXXX
REGION CODE ADDRESS : 0000 XXXX XXX
02 CITY : PALO ALTO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 435,583.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,076.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 66.07900
-----------------------------------------------------------------
0 0007722366 MORTGAGORS: XXXX XXXXXX
XXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXX
02 CITY : ORCHARD LAKE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 502,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 496,102.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,516.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 35.89200
-----------------------------------------------------------------
0 0007722374 MORTGAGORS: XXXXXX XXXX
XXXXXX XXX
REGION CODE ADDRESS : 00 XXXXXX XXXXX
02 CITY : MILL VALLEY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 246,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,658.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,211.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 57.88200
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,874,500.00
P & I AMT: 16,769.19
UPB AMT: 1,845,622.68
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 18
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007722382 MORTGAGORS: XXXXXX XXXXXX
XXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXXXX XX.
02 CITY : SANTA XXXX
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 390,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 386,366.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,560.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 55.71400
-----------------------------------------------------------------
0 0007722390 MORTGAGORS: XXXXXX XXXXXXXX
REGION CODE ADDRESS : 0 XXX XXXX XXXXX
02 CITY : ORINDA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 316,853.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,809.59 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 71.11100
-----------------------------------------------------------------
0 0007722408 MORTGAGORS: XXXXXXXXX XXXXX
XXXXXXXXX XXXXXXXX
REGION CODE ADDRESS : 00000 XXXXX XXXXXX
00 CITY : NORTHRIDGE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,268.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,318.83 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 65.00000
-----------------------------------------------------------------
0 0007722416 MORTGAGORS: XXXXXXXX XXXX
XXXXXXXX XXXXX
REGION CODE ADDRESS : 000 XXXXXX XXXXXX
02 CITY : SAN FRANCISCO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,930.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,831.72 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 54.23700
-----------------------------------------------------------------
0 0007722424 MORTGAGORS: XXXXXXXXX XXXXX
XXXXXXXXX XXXX
REGION CODE ADDRESS : 000 XXXX XXXXX
02 CITY : HOLLISTER
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 253,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,565.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,256.40 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 77.84600
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,543,000.00
P & I AMT: 13,776.71
UPB AMT: 1,526,984.93
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 19
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007722432 MORTGAGORS: BIEN XXXXXX
XXXXXX B.
REGION CODE ADDRESS : 00 XXXXXXXX XXXX
02 CITY : NOVATO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 357,646.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,160.78 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 60.00000
-----------------------------------------------------------------
0 0007722440 MORTGAGORS: XXXXX XXXXXXX
XXXX XXXXX
REGION CODE ADDRESS : 000 XXXXXXXXX XXXXXX
02 CITY : SAN FRANCISCO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,918.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,452.60 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 44.35400
-----------------------------------------------------------------
0 0007722457 MORTGAGORS: XXXXXXXXX XXXXXXX
XXXXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXXXXXXX
02 CITY : WALNUT CREEK
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 596,243.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,434.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 76.33500
-----------------------------------------------------------------
0 0007722465 MORTGAGORS: XXXXXXXXX XXXXX
XXXXXXXXX XXXXX
REGION CODE ADDRESS : 00 XXXXXXXX XXXXX
02 CITY : RICHBORO
STATE/ZIP : PA 18954
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 337,871.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,079.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 77.27200
-----------------------------------------------------------------
0 0007722473 MORTGAGORS: XX XXXX
MEI ZEQUN
REGION CODE ADDRESS : 10289 BRITTANY COURT
02 CITY : CUPERTINO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 308,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 306,071.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,789.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 62.53800
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,883,000.00
P & I AMT: 16,918.17
UPB AMT: 1,862,752.98
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 20
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007722499 MORTGAGORS: XXXX XXXXX
REGION CODE ADDRESS : 000 XXXXXXX XXXX
02 CITY : HILLSBOROUGH
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 444,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 441,159.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,959.84 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 40.36300
-----------------------------------------------------------------
0 0007722507 MORTGAGORS: XXXXX XXXXXXX
XXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXX XXXX XXXX
02 CITY : DANVILLE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 368,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 365,671.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,307.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 47.17900
-----------------------------------------------------------------
0 0007722515 MORTGAGORS: EL XXXXXX XXXX
EL XXXXXX XXXX
REGION CODE ADDRESS : 10 SANTA XXXXX
02 CITY : FOOTHILL RANCH
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 279,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,309.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,586.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 70.63200
-----------------------------------------------------------------
0 0007722523 MORTGAGORS: REDDY XXXXX
XXXXX SURYA
REGION CODE ADDRESS : 0000 XXXXXXXX XXXXX
02 CITY : SAN MATEO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 322,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,524.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,966.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.00000
-----------------------------------------------------------------
0 0007722549 MORTGAGORS: XXX XXXXX
REGION CODE ADDRESS : 00 XXXXXXXXX XXXXX
02 CITY : SAN FRANCISCO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,347.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,035.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 66.32600
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,738,500.00
P & I AMT: 15,856.59
UPB AMT: 1,726,012.11
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 21
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007722663 MORTGAGORS: XXXXXXXX XXXXXXX
XXXXXXXX XXXXX
REGION CODE ADDRESS : 000 XXXXXX XXXX
02 CITY : RICHBORO
STATE/ZIP : PA 18954
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 327,911.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,966.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 77.64700
-----------------------------------------------------------------
0 0007722671 MORTGAGORS: XXXXXXXXXXXX XXXXXX
XXXXXXXXXXXX XXXXXX
REGION CODE ADDRESS : 00000 XXXXXXXX XXXXXX XXXXX
02 CITY : SPRING
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 247,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,647.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,186.17 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 71.60800
-----------------------------------------------------------------
0 0007722689 MORTGAGORS: XXXXXXXX XXXXXX
XXXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXXXX
02 CITY : SAN XXXX
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,309.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,445.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 52.94100
-----------------------------------------------------------------
0 0007722697 MORTGAGORS: XXXXXX XXXXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : 00 XXXXXXXX XXXXX #00
02 CITY : ROCKLAND
STATE/ZIP : DE 19732
MORTGAGE AMOUNT : 345,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 342,793.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,076.90 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
-----------------------------------------------------------------
0 0007722713 MORTGAGORS: XXXXX XXXX
XXXXX XXXXXXXX
REGION CODE ADDRESS : 248 CANADA VERDE
02 CITY : SAN ANTONIO
STATE/ZIP : TX 78232
MORTGAGE AMOUNT : 248,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,985.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,248.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 71.94200
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,440,250.00
P & I AMT: 12,923.22
UPB AMT: 1,425,646.65
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 22
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007722739 MORTGAGORS: GARG XXXX
XXXX MANJU
REGION CODE ADDRESS : 00 XXXXXXX XXXXX
02 CITY : BLOOMFIELD HILLS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 632,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 620,056.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,682.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 52.68300
-----------------------------------------------------------------
0 0007722747 MORTGAGORS: XXXXXXX XXXXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 000 XXXXXXXXX XXXXXX
02 CITY : PACIFIC PALISADES
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 368,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 361,472.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,362.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 52.62800
-----------------------------------------------------------------
0 0007722762 MORTGAGORS: XXXXXXXXX XXXXXX
XXXXXXXXX XXXXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXXXX
02 CITY : SAN XXXX
STATE/ZIP : CA 95124
MORTGAGE AMOUNT : 287,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,423.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,619.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 73.58900
-----------------------------------------------------------------
0 0007722770 MORTGAGORS: XXXX XXXXXX
XXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXXX XXXXX
02 CITY : HEATH
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 460,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 448,712.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,170.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.71600
-----------------------------------------------------------------
0 0007722788 MORTGAGORS: XXXXXXX XXXXXX
XXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXXXX
02 CITY : OCEAN CITY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 386,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 382,403.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,523.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.58700
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,134,050.00
P & I AMT: 19,359.87
UPB AMT: 2,096,069.33
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 23
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007722796 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXXX
REGION CODE ADDRESS : 000 XXXX XXXXXX
02 CITY : MEDFIELD
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 385,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 378,017.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,491.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 66.34200
-----------------------------------------------------------------
0 0007722804 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXX
02 CITY : NAPA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,799.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,327.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
-----------------------------------------------------------------
0 0007722812 MORTGAGORS: XXXXX XXXXXXX
XXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXXXX
02 CITY : PLEASANTON
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,160.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,675.57 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 31.74600
-----------------------------------------------------------------
0 0007722820 MORTGAGORS: XXXXX XXXX
XXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXX XXX
02 CITY : XXXXXX VALLEY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,176.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,675.57 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
-----------------------------------------------------------------
0 0007722838 MORTGAGORS: XXXXXXX XXXXXX
REGION CODE ADDRESS : 00 XXXXX XXXXX XX.
02 CITY : WOODBURY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 433,126.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,016.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,680,450.00
P & I AMT: 15,187.08
UPB AMT: 1,648,280.15
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 24
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007722846 MORTGAGORS: XXXXXX XXXXXXXX
XXXXXX XXXX
REGION CODE ADDRESS : 00 XXXXXXX XXXX XXXXX
02 CITY : NOVATO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 532,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 521,672.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,744.67 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007722853 MORTGAGORS: XXXXX XXXX
REGION CODE ADDRESS : 000 XXXXX XXXXX XXX
02 CITY : MILLBRAE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,477.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,353.03 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 70.52600
-----------------------------------------------------------------
0 0007722861 MORTGAGORS: XXXXXXXXXX XXXXXX
XXXXXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXX XXXXXXXX XXXX
02 CITY : HILLSBOROUGH
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 639,515.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,797.06 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 60.46500
-----------------------------------------------------------------
0 0007722879 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXXX XX
02 CITY : ROCKVILLE
STATE/ZIP : MD 20853
MORTGAGE AMOUNT : 332,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,622.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,984.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007722895 MORTGAGORS: EAGLE M.D. XXX
EAGLE XXXXXXX
REGION CODE ADDRESS : 2820 E DELHI
02 CITY : XXX ARBOR
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 393,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 386,008.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,510.79 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 60.56100
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,175,650.00
P & I AMT: 19,389.67
UPB AMT: 2,137,295.95
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 25
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007722903 MORTGAGORS: XXXXX XXXXXX
XXXXX XXXXXXX
REGION CODE ADDRESS : 0 XXXXXXX XXXX
02 CITY : MARSHFIELD
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 313,982.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,921.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 74.41800
-----------------------------------------------------------------
0 0007722911 MORTGAGORS: XXXXX XXXXXX
XXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXXXX
02 CITY : PITTSBURGH
STATE/ZIP : PA 15217
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,113.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,675.57 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
-----------------------------------------------------------------
0 0007722929 MORTGAGORS: XXXXXX XXXXX
XXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXXX
02 CITY : EVERGREEN
STATE/ZIP : CO 80439
MORTGAGE AMOUNT : 355,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,231.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,143.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007722937 MORTGAGORS: BALAKRISHNAN SIVASUBRAMANYA
BALAKRISHNAN ROJA
REGION CODE ADDRESS : 00000 XXXXXX XXXXX XXXXX
02 CITY : ROLLA
STATE/ZIP : MO 65401
MORTGAGE AMOUNT : 298,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,705.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,662.19 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
-----------------------------------------------------------------
0 0007722945 MORTGAGORS: XXXXX XXXXXXX
XXXXX XXXX
REGION CODE ADDRESS : 0000 XXXXX XXXXXXX XXX
02 CITY : ENGLEWOOD
STATE/ZIP : CO 80111
MORTGAGE AMOUNT : 339,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 333,076.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,052.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.99800
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,613,300.00
P & I AMT: 14,454.54
UPB AMT: 1,585,109.67
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 26
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007722952 MORTGAGORS: XXXX XXXXX
XXXXXX XXXX
REGION CODE ADDRESS : 0000 XX XXXXXXX XXXXX
02 CITY : CAMAS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,993.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,274.23 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 63.27500
-----------------------------------------------------------------
0 0007722960 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 1131 S KENTWOOD
02 CITY : SPRINGFIELD
STATE/ZIP : MO 65804
MORTGAGE AMOUNT : 393,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 384,089.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,565.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007722978 MORTGAGORS: GARB XXXXXX
XXXXX XXXXX
REGION CODE ADDRESS : 5449 XXXX XXXXXXX DRIVE
02 CITY : HOUSTON
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 316,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,994.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,862.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007722986 MORTGAGORS: ELSE XXXXXX
ELSE XXXXX
REGION CODE ADDRESS : 000-X XXXXX XXXX
00 XXXX : ORINDA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 616,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 600,297.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,579.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 69.21300
-----------------------------------------------------------------
0 0007733975 MORTGAGORS: XXXXXXX XXXXXX
XXXXXXX XXXX
REGION CODE ADDRESS : 00 XXXXXXX XXXXX
02 CITY : XXXXXX XXXXX
STATE/ZIP : MD 21117
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,053.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,212.28 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 48.82800
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,830,600.00
P & I AMT: 16,494.23
UPB AMT: 1,792,427.32
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 27
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007733983 MORTGAGORS: XXXXX XXXXX
XXXXX XXXXX
REGION CODE ADDRESS : 11117 SLOOP COURT
02 CITY : INDIANAPOLIS
STATE/ZIP : IN 46236
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,288.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,497.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 59.57400
-----------------------------------------------------------------
0 0007733991 MORTGAGORS: XXXXXX XXXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXX
02 CITY : BOULDER
STATE/ZIP : CO 80303
MORTGAGE AMOUNT : 333,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 330,869.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,969.88 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.10500
-----------------------------------------------------------------
0 0007734007 MORTGAGORS: HE XXXXXX
HE XIAOHUA
REGION CODE ADDRESS : 0000 XXXXXXX XXXXX
02 CITY : CARMEL
STATE/ZIP : IN 46033
MORTGAGE AMOUNT : 247,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,519.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,203.78 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.99352
-----------------------------------------------------------------
0 0007734015 MORTGAGORS: XXXXXX XXXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 0000 X. XXXX XXXXXX
02 CITY : ARLINGTON
STATE/ZIP : VA 22207
MORTGAGE AMOUNT : 424,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 421,842.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,845.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.00000
-----------------------------------------------------------------
0 0007734049 MORTGAGORS: XXXX XXXXX
XXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXXX
02 CITY : RESTON
STATE/ZIP : VA 20191
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,166.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,464.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.86600
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,554,600.00
P & I AMT: 13,980.85
UPB AMT: 1,542,686.43
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 28
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007734056 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXX
REGION CODE ADDRESS : 000 XXXX XXXXX XXXX
02 CITY : ATLANTA
STATE/ZIP : GA 30307
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,016.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,764.75 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 63.83600
-----------------------------------------------------------------
0 0007734064 MORTGAGORS: WHITE XXXXX
XXXXX NATALIE
REGION CODE ADDRESS : 000 XXXXXXX XXXXX
02 CITY : SOUTHLAKE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 269,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,322.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,344.16 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 78.22600
-----------------------------------------------------------------
0 0007734080 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXX XXXX XXXXX
02 CITY : NASHVILLE
STATE/ZIP : TN 37221
MORTGAGE AMOUNT : 239,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,901.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,118.92 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 89.98300
-----------------------------------------------------------------
0 0007734098 MORTGAGORS: XXXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXX
02 CITY : DANVILLE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,604.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,717.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 54.05400
-----------------------------------------------------------------
0 0007734114 MORTGAGORS: XXXXXXX XXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 000 XXXX XXXXX
02 CITY : FULLERTON
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 291,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,178.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,635.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 72.75000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,409,550.00
P & I AMT: 12,581.30
UPB AMT: 1,399,023.50
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 29
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007734130 MORTGAGORS: XXXXXX XXXXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : 000 XXXXXXXXXXX XXXXX
02 CITY : SAN XXXXX
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 476,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 471,320.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,179.26 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007734148 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXX XXXXXXX
02 CITY : SKOKIE
STATE/ZIP : IL 60076
MORTGAGE AMOUNT : 281,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,631.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,471.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 76.08100
-----------------------------------------------------------------
0 0007734155 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXX 00XX XXXXXX
02 CITY : PLAYA DEL REY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 263,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,868.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,400.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 50.38314
-----------------------------------------------------------------
0 0007734288 MORTGAGORS: XXXXXXX XXXXXXX
XXXXXXX XXXX
REGION CODE ADDRESS : 0000 XXXX XXXXXXXX XXXX
02 CITY : PHOENIX
STATE/ZIP : AZ 85018
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,401.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,318.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.00000
-----------------------------------------------------------------
0 0007734296 MORTGAGORS: XXX XXX
XXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXX XXXXX XXXXX
02 CITY : PHOENIX
STATE/ZIP : AZ 85044
MORTGAGE AMOUNT : 438,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 436,603.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,906.33 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,833,500.00
P & I AMT: 16,276.40
UPB AMT: 1,792,825.19
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 30
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007734304 MORTGAGORS: XXXXXXX XXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXXX
02 CITY : GERMANTOWN
STATE/ZIP : TN 38138
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,226.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,246.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007740467 MORTGAGORS: XXXXX XXXXXXX
XXXXX XXXXXXXX
REGION CODE ADDRESS : 000 XXXXXX XX
02 CITY : SEWICKLEY
STATE/ZIP : PA 15143
MORTGAGE AMOUNT : 348,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 344,686.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,127.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007740475 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 00000 X 00XX XXXX
02 CITY : PLYMOUTH
STATE/ZIP : IN 46563
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,102.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,425.85 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007740483 MORTGAGORS: IKNADOSSIAN XXXXX
XXXXXXXXXXX SHAKE
REGION CODE ADDRESS : 0000 XXXXXXX XXX
02 CITY : PASADENA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 281,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,295.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,506.12 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 73.94700
-----------------------------------------------------------------
0 0007740509 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX XXXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XX
02 CITY : GATES XXXXX
STATE/ZIP : OH 44040
MORTGAGE AMOUNT : 516,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 512,554.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,459.54 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,665,000.00
P & I AMT: 14,765.91
UPB AMT: 1,649,865.86
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 31
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007740517 MORTGAGORS: XXXXXXXX XXXXX
XXXXXXXXXX-XXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXX XXXX
02 CITY : AGOURA HILLS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 486,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 482,957.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,402.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 77.14200
-----------------------------------------------------------------
0 0007740525 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXXX XX
02 CITY : PETALUMA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 371,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 370,763.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,317.26 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.99700
-----------------------------------------------------------------
0 0007740582 MORTGAGORS: VAN XXXXX XXX
VAN XXXXX XXXXXXXXX
REGION CODE ADDRESS : 000 XXXXXXXX XX
02 CITY : GREENWOOD
STATE/ZIP : IN 46142
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,551.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,355.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 66.66600
-----------------------------------------------------------------
0 0007740608 MORTGAGORS: GASHASH H
GASHASH ROWADA
REGION CODE ADDRESS : 0000 XXXXXXXXX XXX
02 CITY : CANTON
STATE/ZIP : OH 44718
MORTGAGE AMOUNT : 231,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,504.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,112.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 71.20000
-----------------------------------------------------------------
0 0007740616 MORTGAGORS: XXXXX XXXXXX
XXXXX XXXXXXXX
REGION CODE ADDRESS : 0000 XXXXXX XXX
02 CITY : UNIVERSITY PARK
STATE/ZIP : TX 75205
MORTGAGE AMOUNT : 500,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 496,589.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,397.44 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 79.99900
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,850,200.00
P & I AMT: 16,584.58
UPB AMT: 1,835,366.95
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 32
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007740624 MORTGAGORS: XXXXX XXXXX
XXXXX XXX
REGION CODE ADDRESS : 0 XXXXXXX XXXXX
02 CITY : SALEM
STATE/ZIP : SC 29676
MORTGAGE AMOUNT : 282,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,156.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,475.95 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 79.77300
-----------------------------------------------------------------
0 0007740673 MORTGAGORS: XXXXXX R.
XXXXXX XXXX
REGION CODE ADDRESS : 0000 XXXXXXXXX XXXXX
02 CITY : ROANOKE
STATE/ZIP : VA 24018
MORTGAGE AMOUNT : 259,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,501.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,354.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.99600
-----------------------------------------------------------------
0 0007740954 MORTGAGORS: XXXXX XXXXXX
XXXXX XXXXXXX
REGION CODE ADDRESS : 2850 PINE LAKE
02 CITY : WEST BLOOMFIELD
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,808.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,170.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 42.68200
-----------------------------------------------------------------
0 0007740970 MORTGAGORS: XXXXXXXXXX XXXXXXX
XXXXXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXX XXXXX XX
02 CITY : COLUMBUS
STATE/ZIP : OH 43221
MORTGAGE AMOUNT : 448,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 443,734.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,026.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.29200
-----------------------------------------------------------------
0 0007740988 MORTGAGORS: XXXXX XXXX
XXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXXX XX
02 CITY : PEPPER PIKE
STATE/ZIP : OH 44124
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,038.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,786.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 34.44400
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,649,950.00
P & I AMT: 14,814.20
UPB AMT: 1,637,240.63
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 33
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007741044 MORTGAGORS: XXXXX XXXX
XXXXX XXXXX
REGION CODE ADDRESS : 000 X XXXXX XX
02 CITY : PERRYSBURG
STATE/ZIP : OH 43551
MORTGAGE AMOUNT : 390,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 387,558.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,532.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.00000
-----------------------------------------------------------------
0 0007741077 MORTGAGORS: XXXX XXXXXXXX
XXXX XXXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXXX XXXX
02 CITY : SHAKER HTS.
STATE/ZIP : OH 44122
MORTGAGE AMOUNT : 483,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 479,943.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,341.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.51000
-----------------------------------------------------------------
0 0007741242 MORTGAGORS: XXXXXXXXXX XXXX
REGION CODE ADDRESS : 000 XXXXXXXXX XXXXXX
02 CITY : DENVER
STATE/ZIP : CO 80206
MORTGAGE AMOUNT : 460,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 455,714.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,199.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 46.70000
-----------------------------------------------------------------
0 0007741325 MORTGAGORS: WELLINGTON L.
REGION CODE ADDRESS : 00000 XXXX XXXXXX XXXX #00
02 CITY : KENNESBURG
STATE/ZIP : CO 80643
MORTGAGE AMOUNT : 100,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 98,384.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 919.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 41.66600
-----------------------------------------------------------------
0 0007741333 MORTGAGORS: XXXXXX XXXXXXX
REGION CODE ADDRESS : 1150 ADMIRAL CROSSING
02 CITY : ALPHARETTA
STATE/ZIP : GA 30005
MORTGAGE AMOUNT : 341,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,888.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,112.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.30900
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,774,000.00
P & I AMT: 16,106.07
UPB AMT: 1,760,488.84
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 34
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007741382 MORTGAGORS: XXXXXXX XXXX
XXXXXXX XXXXXXX
REGION CODE ADDRESS : 000 XXXXX XXXX
02 CITY : ALPHARETTA
STATE/ZIP : GA 30022
MORTGAGE AMOUNT : 314,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,991.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,800.43 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 78.50000
-----------------------------------------------------------------
0 0007741432 MORTGAGORS: XXXXXXX XXX
REGION CODE ADDRESS : 0000 XXXXX XXXXX XXXX
02 CITY : ATLANTA
STATE/ZIP : GA 30327
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 645,930.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,887.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 46.42800
-----------------------------------------------------------------
0 0007741440 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXX XXX XXXXX XX
02 CITY : EL PASO
STATE/ZIP : TX 79922
MORTGAGE AMOUNT : 337,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,037.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,956.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/08
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 56.16600
-----------------------------------------------------------------
0 0007741457 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXXXXX
REGION CODE ADDRESS : 000 XXXXXX XXXXXX
02 CITY : CINCINNATI
STATE/ZIP : OH 45246
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,785.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,145.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.68400
-----------------------------------------------------------------
0 0007741473 MORTGAGORS: XXXXX XXXXXX
XXXXX XXXXXXXX
REGION CODE ADDRESS : 0000 X XXXXXXXX XXXXXX
02 CITY : TUCSON
STATE/ZIP : AZ 85750
MORTGAGE AMOUNT : 365,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 362,665.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,255.27 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 52.14200
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,016,000.00
P & I AMT: 19,045.93
UPB AMT: 1,992,409.71
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 35
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007741481 MORTGAGORS: EASTER L.
REGION CODE ADDRESS : 0000 XXXXXXX XXXX XXX
02 CITY : BIRMINGHAM
STATE/ZIP : AL 35244
MORTGAGE AMOUNT : 432,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 430,680.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,974.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007741499 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXX XXXXX
02 CITY : LONGMONT
STATE/ZIP : CO 80503
MORTGAGE AMOUNT : 482,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 478,982.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,366.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 56.50600
-----------------------------------------------------------------
0 0007741507 MORTGAGORS: XXXXXX XXXX
XXXXXX XXXX
REGION CODE ADDRESS : 0000 X. XXXXXX XX MONTANAS
02 CITY : TUCSON
STATE/ZIP : AZ 85718
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,163.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,513.15 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007741523 MORTGAGORS: XXXXXX XXXXXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 000 XX. XXXXX XXXX
02 CITY : ATLANTA
STATE/ZIP : GA 30327
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 645,886.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,842.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 68.42100
-----------------------------------------------------------------
0 0007741531 MORTGAGORS: XXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXX XXXXX XXXXXXX
02 CITY : BLAIRSVILLE
STATE/ZIP : GA 30512
MORTGAGE AMOUNT : 264,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,013.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,434.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 90.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,112,600.00
P & I AMT: 19,129.84
UPB AMT: 2,098,727.43
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 36
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007741549 MORTGAGORS: XXXXXXX XXXX
XXXXXXX XXXXXXXXX
REGION CODE ADDRESS : X0000 XXXXX XXXX XX
02 CITY : EAST XXXX
STATE/ZIP : WI 53120
MORTGAGE AMOUNT : 368,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 365,645.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,282.03 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 72.15600
-----------------------------------------------------------------
0 0007741556 MORTGAGORS: XXXXXXXXXX XXXXXXX
XXXXXXXXXX XXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXX XX
02 CITY : CHARLOTTE
STATE/ZIP : NC 28277
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,679.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,853.94 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007741564 MORTGAGORS: XXXXXX XXXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXX XXXXX XX
02 CITY : EL PASO
STATE/ZIP : TX 79912
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 337,871.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,079.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007741572 MORTGAGORS: XXXXXX XXXXX
XXXXXX XXXXXXXXX
REGION CODE ADDRESS : 0000 XXXXXX XXX
02 CITY : WILMETTE
STATE/ZIP : IL 60091
MORTGAGE AMOUNT : 404,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 402,725.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,631.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007741580 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXX
02 CITY : ALPHARETTA
STATE/ZIP : GA 30022
MORTGAGE AMOUNT : 282,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,990.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,522.17 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 72.05000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,714,800.00
P & I AMT: 15,369.24
UPB AMT: 1,704,912.97
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 37
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007741598 MORTGAGORS: XXXXXXXX XXXXX
XXXXXXXX COSETTE
REGION CODE ADDRESS : 0000 XXXXXX XXXX
02 CITY : GALENA
STATE/ZIP : OH 43021
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,362.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,283.15 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 63.61829
-----------------------------------------------------------------
0 0007741606 MORTGAGORS: XXXXXX XXXXX
XXXXX XXXXXX
REGION CODE ADDRESS : 0000 X XXX XXXX XX
02 CITY : PHOENIX
STATE/ZIP : AZ 85018
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,400.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,229.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 38.75900
-----------------------------------------------------------------
0 0007741614 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXXXXX
REGION CODE ADDRESS : 000 XXXXXX XXXXX XX
02 CITY : PITTSBURGH
STATE/ZIP : PA 15215
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 387,255.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,567.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 76.11700
-----------------------------------------------------------------
0 0007741622 MORTGAGORS: XXXXX XXXXX
XXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXXX
02 CITY : COLUMBIA
STATE/ZIP : MD 21044
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,045.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,390.17 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007741630 MORTGAGORS: XXXXXXXXX XXXXXX
XXXXXXXXX XXXXX
REGION CODE ADDRESS : 0000 X XXXXXXX XXXX
02 CITY : TUCSON
STATE/ZIP : AZ 85718
MORTGAGE AMOUNT : 364,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 361,745.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,322.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,538,000.00
P & I AMT: 13,793.21
UPB AMT: 1,517,809.69
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 38
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007741648 MORTGAGORS: MENCHIK XXXX
XXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXXXX
02 CITY : XXXX XXXXXX
STATE/ZIP : VA 22027
MORTGAGE AMOUNT : 281,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,221.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,525.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.98861
-----------------------------------------------------------------
0 0007741663 MORTGAGORS: XXXXX MANUAL
XXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXX XXX
02 CITY : POTOMAC
STATE/ZIP : MD 20854
MORTGAGE AMOUNT : 274,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,594.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,446.81 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.16400
-----------------------------------------------------------------
0 0007741671 MORTGAGORS: XXXXXX XXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : 00000 XXXXXXXXX XXXX
02 CITY : PEPPER PIKE
STATE/ZIP : OH 44124
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 645,841.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,797.06 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 61.90400
-----------------------------------------------------------------
0 0007741689 MORTGAGORS: XXXXXXX XXXXXX
XXXXXXX XXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXX
02 CITY : CINCINNATI
STATE/ZIP : OH 45243
MORTGAGE AMOUNT : 494,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 490,873.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,440.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 71.59400
-----------------------------------------------------------------
0 0007741705 MORTGAGORS: XXXXXX XXXXX
XXXXXX XXXX
REGION CODE ADDRESS : 1636 XXXX XXXXXX
02 CITY : SPRINGFIELD
STATE/ZIP : IL 62704
MORTGAGE AMOUNT : 318,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 316,985.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,836.10 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 63.22000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,017,350.00
P & I AMT: 18,045.90
UPB AMT: 2,005,518.26
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 39
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007741713 MORTGAGORS: XXXXXX XXXXX
REGION CODE ADDRESS : HILL VIEW DR
02 CITY : PINEDALE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,351.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,256.52 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 59.30232
-----------------------------------------------------------------
0 0007741721 MORTGAGORS: XXXXXXXX XXXXXX
XXXXXXXX XXXXX
REGION CODE ADDRESS : 00 XXXXXX XXXXX XXXX
02 CITY : LITTLETON
STATE/ZIP : CO 80127
MORTGAGE AMOUNT : 458,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 456,539.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,084.70 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 68.35800
-----------------------------------------------------------------
0 0007741739 MORTGAGORS: BRAYMER XXXX
XXXXXXX META
REGION CODE ADDRESS : 000 X XXXXXX XXX
02 CITY : RICHMOND
STATE/ZIP : VA 23221
MORTGAGE AMOUNT : 345,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 343,899.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,076.90 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.67600
-----------------------------------------------------------------
0 0007741747 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXX
REGION CODE ADDRESS : 000 XXXXXXX
02 CITY : RIVERSIDE
STATE/ZIP : IL 60546
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,251.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,174.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 49.18000
-----------------------------------------------------------------
0 0007741754 MORTGAGORS: XXXXXX XXXX
REGION CODE ADDRESS : 0000 XXXX XXXXXXXX XXX
02 CITY : GLENDALE
STATE/ZIP : AZ 85308
MORTGAGE AMOUNT : 174,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 171,704.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,604.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,472,400.00
P & I AMT: 13,196.47
UPB AMT: 1,464,745.51
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 40
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007741762 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXXX
REGION CODE ADDRESS : 0 XXXXXXXX XX
02 CITY : SAVANNAH
STATE/ZIP : GA 31411
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,682.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,484.43 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 76.19000
-----------------------------------------------------------------
0 0007741770 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : H 69 BOX 225-D
02 CITY : KINGSTON
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,183.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,532.87 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007741788 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXX
REGION CODE ADDRESS : 0000 X. XXXX XXXXX XXXXX
02 CITY : TUCSON
STATE/ZIP : AZ 85737
MORTGAGE AMOUNT : 328,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,424.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,929.75 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 90.00000
-----------------------------------------------------------------
0 0007743735 MORTGAGORS: XXXXX XXXXX
REGION CODE ADDRESS : 00000 XXXXX 00XX XXXXX
02 CITY : PHOENIX
STATE/ZIP : AZ 85023
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 397,522.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,651.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 61.53800
-----------------------------------------------------------------
0 0007743743 MORTGAGORS: XXXXXXX XXXXXXX
XXXXXXX XXXXXXX
REGION CODE ADDRESS : 00 XXXXXXXXXXX XXXX
02 CITY : HOUSTON
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 297,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,074.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,636.59 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 71.27900
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,710,450.00
P & I AMT: 15,235.09
UPB AMT: 1,672,888.07
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 41
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007743750 MORTGAGORS: XXXXX XXXXX
XXXXX XXXXX
REGION CODE ADDRESS : 00000 XX XXXXXXX XXXX XXXX
02 CITY : BAINBRIDGE ISLAND
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 645,886.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,842.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 51.18100
-----------------------------------------------------------------
0 0007743768 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXXXX
02 CITY : SPRINGFIELD
STATE/ZIP : IL 62704
MORTGAGE AMOUNT : 352,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,612.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,139.33 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 53.74000
-----------------------------------------------------------------
0 0007743776 MORTGAGORS: D'XXXXX XXXXXXX
D'XXXXX XXXXX
REGION CODE ADDRESS : 00 XXXXXXXX XXXXXX
02 CITY : WESTON
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 308,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 306,050.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,768.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.63500
-----------------------------------------------------------------
0 0007743792 MORTGAGORS: XXXXXXX XXXX
XXXXXXX DED
REGION CODE ADDRESS : 00 XXXXXXXXXXX XXXXX
02 CITY : EASTON
STATE/ZIP : CT 06612
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,074.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,357.91 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 42.30700
-----------------------------------------------------------------
0 0007743800 MORTGAGORS: XXXXXXX XXXXXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 000 XXX XXXX XXXX
02 CITY : BOCA RATON
STATE/ZIP : FL 33432
MORTGAGE AMOUNT : 457,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 452,602.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,075.77 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 29.48300
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,042,000.00
P & I AMT: 18,183.79
UPB AMT: 2,027,226.81
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 42
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007743818 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : 00000 XXXXXXXX XXXX XXXXX
02 CITY : TOWN & COUNTRY
STATE/ZIP : MO 63017
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,360.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,229.30 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 79.97500
-----------------------------------------------------------------
0 0007743826 MORTGAGORS: XXXXXXX XXXX
REGION CODE ADDRESS : 000 XXXXXXX XXXXXX
02 CITY : WESTWOOD
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,169.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,458.38 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 58.33300
-----------------------------------------------------------------
0 0007743834 MORTGAGORS: XXXXX XXXXXXX
XXXXX XXXXXXX
REGION CODE ADDRESS : 0 XXXXXXX XXXX
02 CITY : DELLWOOD
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 372,575.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,318.41 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 62.50000
-----------------------------------------------------------------
0 0007743842 MORTGAGORS: XXXXXXXX XXXXX
XXXXXXXX XXXXX
REGION CODE ADDRESS : 640 DORNOCH
02 CITY : XXX ARBOR
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 433,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 430,200.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,831.66 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 67.76210
-----------------------------------------------------------------
0 0007743859 MORTGAGORS: GLASS XXXXXXX
XXXXX XXXXX
REGION CODE ADDRESS : 00 XXX XXXXX
02 CITY : WRENTHAM
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,670.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,482.66 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 56.88600
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,633,000.00
P & I AMT: 14,320.41
UPB AMT: 1,620,976.17
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 43
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007743867 MORTGAGORS: XXXXXXX XXXX
XXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXX
02 CITY : RANDALLSTOWN
STATE/ZIP : MD 21133
MORTGAGE AMOUNT : 251,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,881.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,241.23 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 78.53100
-----------------------------------------------------------------
0 0007743875 MORTGAGORS: XXX XXXXX
XXX XXX
REGION CODE ADDRESS : 0000 XXXXXXX XX
02 CITY : OAK BROOK
STATE/ZIP : IL 60523
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,958.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,966.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 77.64700
-----------------------------------------------------------------
0 0007743883 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 0000 X XXXXX XXXXX XXXX
02 CITY : SYRACUSE
STATE/ZIP : IN 46567
MORTGAGE AMOUNT : 480,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 476,272.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,314.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 34.28500
-----------------------------------------------------------------
0 0007743891 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX XXXXXXXX
REGION CODE ADDRESS : 0000 X XXXXXXX XXXX
02 CITY : GLENDALE
STATE/ZIP : AZ 85308
MORTGAGE AMOUNT : 265,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,589.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,402.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.73300
-----------------------------------------------------------------
0 0007743909 MORTGAGORS: XXXXXXX XXXXXX
XXXXXXX XXXX
REGION CODE ADDRESS : 00000 XXXXXXXXX XXXX
02 CITY : ELLICOTT CITY
STATE/ZIP : MD 21042
MORTGAGE AMOUNT : 601,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 597,196.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,401.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 77.54838
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,927,550.00
P & I AMT: 17,326.42
UPB AMT: 1,914,899.57
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 44
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007743917 MORTGAGORS: LAWN-XXXX XXXXX
XXXX XXXXXX
REGION CODE ADDRESS : 00 XXXXXXXX XXXXX
02 CITY : FRAMINGHAM
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 358,888.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,286.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 66.05500
-----------------------------------------------------------------
0 0007743925 MORTGAGORS: XXXXXXX XXXXXXX
XXXXXXX XXXX
REGION CODE ADDRESS : 298 LAC XXXXXXX DRIVE
02 CITY : OCONOMOWOC
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,259.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,381.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 64.32038
-----------------------------------------------------------------
0 0007743933 MORTGAGORS: KING XXXXXXX
XXXXXXXXXX-XXXX XXXXX
REGION CODE ADDRESS : 0000 X XXXXXXXX XXX
02 CITY : SALT LAKE, SALT LAKE CITY
STATE/ZIP : UT 84121
MORTGAGE AMOUNT : 255,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,222.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,261.83 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 68.34200
-----------------------------------------------------------------
0 0007743941 MORTGAGORS: XXXXXXXX XXXX
XXXXXXXX XXXX
REGION CODE ADDRESS : 00000 X XXXXX XXXX XXXX
02 CITY : EPHRAIM
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 266,524.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,692.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,414.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.03400
-----------------------------------------------------------------
0 0007743958 MORTGAGORS: XXXXXXXXX XXXXX
REGION CODE ADDRESS : 00 XXXXXXXX XXXXXX
02 CITY : DARTMOUTH
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,097.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,508.79 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,435,124.00
P & I AMT: 12,853.09
UPB AMT: 1,426,160.25
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 45
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007743966 MORTGAGORS: HUITZINGH KRUNO
HUITZINGH XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXX XXX
02 CITY : COLORADO SPRINGS
STATE/ZIP : CO 80919
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,060.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,654.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 48.78000
-----------------------------------------------------------------
0 0007743974 MORTGAGORS: XXXXX XXXXXXX
XXXXX XXXXXX
REGION CODE ADDRESS : 6591 HARBOR BEACH NORTHEAST
02 CITY : PRIOR LAKE
STATE/ZIP : MN 55372
MORTGAGE AMOUNT : 288,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,654.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,573.00 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 72.12500
-----------------------------------------------------------------
0 0007743982 MORTGAGORS: CANDIA XXXXXXXXX
XXXXXX MORELIA
REGION CODE ADDRESS : 00 XXXXXXXXX XXXX
02 CITY : COHASSET
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,222.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,388.14 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 68.00000
-----------------------------------------------------------------
0 0007744006 MORTGAGORS: XXXX XXXXXX
REGION CODE ADDRESS : 000 000XX XXXXXX XXXXXXXXX
02 CITY : BELLEVUE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,284.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,575.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 57.73190
-----------------------------------------------------------------
0 0007744014 MORTGAGORS: HORITA YONEKAZU
XXXXXX XXXXXXX
REGION CODE ADDRESS : 00000 XXXX XXXXXX XXXX
02 CITY : HERNDON
STATE/ZIP : VA 20171
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,304.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,363.41 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 77.94100
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,405,500.00
P & I AMT: 12,555.07
UPB AMT: 1,396,526.32
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 46
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007744022 MORTGAGORS: XXXXX XXXXX
XXXXXX XXXX
REGION CODE ADDRESS : 19 XXXX SQUIRREL DRIVE
02 CITY : NEW CANAAN
STATE/ZIP : CT 06840
MORTGAGE AMOUNT : 472,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 470,494.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,209.55 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007744030 MORTGAGORS: XXXXX XXXXXXXXXXX
XXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXXXX XXXXXX
02 CITY : XXXX XXXX
STATE/ZIP : FL 32746
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,060.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,654.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 60.00000
-----------------------------------------------------------------
0 0007744048 MORTGAGORS: XXXXXXXXX XXXX
XXXXXXXXX XXXXXXXXX
REGION CODE ADDRESS : 0000 XXXX XXXX
00 XXXX : PINE
STATE/ZIP : CO 80470
MORTGAGE AMOUNT : 303,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 302,222.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,683.05 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007746746 MORTGAGORS: ALTEME XXXXXXXX
XXXXXX VERTILUS
REGION CODE ADDRESS : 00000 X.X. 000 XXXXXX
01 CITY : LEISURE CITY
STATE/ZIP : FL 33033
MORTGAGE AMOUNT : 68,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 68,158.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 628.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 80.00000
-----------------------------------------------------------------
0 0007746761 MORTGAGORS: XXXXXXXX XXXXXXX
XXXXXXXX XXXXX
REGION CODE ADDRESS : #0000 XXXXXXX XXXX
01 CITY : WACO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 62,203.07 OPTION TO CONVERT :
UNPAID BALANCE : 61,197.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 585.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 62.83100
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,206,203.07
P & I AMT: 10,760.89
UPB AMT: 1,200,133.36
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 47
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007746779 MORTGAGORS: XXXXXXX XXXXXXXXX
XXXXXXX XXXXXX
REGION CODE ADDRESS : 00000 XXXXXXX XXXX
01 CITY : TRABUCO CANYON
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 196,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 194,845.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,844.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 51.44400
-----------------------------------------------------------------
0 0007746787 MORTGAGORS: XXXXXXX XXXXXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 000 XXXXXXXXX XXXX
01 CITY : HARLEYSVILLE
STATE/ZIP : PA 19438
MORTGAGE AMOUNT : 208,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 205,862.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,972.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 71.72400
-----------------------------------------------------------------
0 0007746795 MORTGAGORS: XXX XXXXXX
REGION CODE ADDRESS : 000 XXXXX XXX XX
01 CITY : YORKTOWN
STATE/ZIP : VA 23693
MORTGAGE AMOUNT : 335,916.00 OPTION TO CONVERT :
UNPAID BALANCE : 332,919.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,161.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 79.03900
-----------------------------------------------------------------
0 0007746803 MORTGAGORS: OU XXXXXX
OU JIN
REGION CODE ADDRESS : 0000 XXXXXXXX XXXXXXXX XXXXX
01 CITY : SUGAR LAND
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 148,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 146,181.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,361.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 74.74700
-----------------------------------------------------------------
0 0007746811 MORTGAGORS: XXXXXXX XXXXXXX
REGION CODE ADDRESS : 00 XXXXXXXX XXXXXX
01 CITY : KNOXVILLE
STATE/ZIP : TN 37919
MORTGAGE AMOUNT : 117,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 115,518.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,092.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 28.75600
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,005,816.00
P & I AMT: 9,434.03
UPB AMT: 995,327.10
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 48
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007746837 MORTGAGORS: MICKEVICE XXXX
XXXXXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXX
01 CITY : HIGHLAND PARK
STATE/ZIP : IL 60035
MORTGAGE AMOUNT : 112,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 111,313.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,030.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 70.00000
-----------------------------------------------------------------
0 0007746910 MORTGAGORS: XXXXXXXX XXXXX
XXXXXXXX XXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXXXX
01 CITY : GRANBURY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 50,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 50,101.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 474.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 36.00000
-----------------------------------------------------------------
0 0007746928 MORTGAGORS: XXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXXX
01 CITY : LAUDERHILL
STATE/ZIP : FL 33308
MORTGAGE AMOUNT : 566,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 562,532.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,206.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 37.73333
-----------------------------------------------------------------
0 0007746944 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXXX
REGION CODE ADDRESS : 12114 JUNIPER
01 CITY : OVERLAND PARK
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 148,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 147,083.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,351.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 61.66700
-----------------------------------------------------------------
0 0007746951 MORTGAGORS: XXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXXX,
00 XXXX : SUGAR LAND
STATE/ZIP : TX 77479
MORTGAGE AMOUNT : 55,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 54,747.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 525.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 62.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 932,200.00
P & I AMT: 8,587.77
UPB AMT: 925,778.92
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 49
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007747082 MORTGAGORS: XXXXX XXXXX
REGION CODE ADDRESS : 000 XXXXXXXXX XXXXX
01 CITY : XXXXXX
STATE/ZIP : AL 35226
MORTGAGE AMOUNT : 64,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 62,636.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 597.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 51.20000
-----------------------------------------------------------------
0 0007748221 MORTGAGORS: XXXXX XXXX
XXXXX XXXXXXX
REGION CODE ADDRESS : 00 XXXXXX XXXXX
01 CITY : DOVER
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 560,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 556,378.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,955.50 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 65.11628
-----------------------------------------------------------------
0 0007748239 MORTGAGORS: XXXXX XXXXX
XXXXX XXXXXX
REGION CODE ADDRESS : 000 XXXX XXXXXX
01 CITY : CARLISLE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 336,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 333,919.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,067.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 67.20000
-----------------------------------------------------------------
0 0007748247 MORTGAGORS: XXXXX XXXXXX
REGION CODE ADDRESS : 0 XXXXXXXXX XXXXX
01 CITY : LINCOLN
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 356,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 354,876.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,199.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 67.80952
-----------------------------------------------------------------
0 0007748254 MORTGAGORS: XXXXXXXX XXXXXX
XXXXXXXX XXXXXXXX
REGION CODE ADDRESS : 00 XXXXXXXX XXXXX
01 CITY : LINCOLN
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 357,770.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,286.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,676,000.00
P & I AMT: 15,106.70
UPB AMT: 1,665,581.69
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 50
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007748262 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXXX XXXX
01 CITY : SOUTH KINGSTOWN
STATE/ZIP : RI 02879
MORTGAGE AMOUNT : 239,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,487.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,148.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.29411
-----------------------------------------------------------------
0 0007748270 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXX
REGION CODE ADDRESS : 000 XXXXX XXXXXX XXXXXX #0
01 CITY : CAMBRIDGE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 328,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,627.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,864.21 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 79.22800
-----------------------------------------------------------------
0 0007748288 MORTGAGORS: XXXXXX XXXXXXX
XXXX XXXXXXX
REGION CODE ADDRESS : 000 XXXXX XXXXXX
01 CITY : CAMBRIDGE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 322,852.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,831.10 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 47.10145
-----------------------------------------------------------------
0 0007748304 MORTGAGORS: XXXXXXX XXXXXX
XXXXXXX XXXX
REGION CODE ADDRESS : 00 XXXXXXXX XXXXXX
01 CITY : CLARENDON HILLS
STATE/ZIP : IL 60514
MORTGAGE AMOUNT : 364,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 360,333.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,271.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.80000
-----------------------------------------------------------------
0 0007748312 MORTGAGORS: XXXXX XXXXXXX
REGION CODE ADDRESS : 00 XXXXXX XXXX XXXXX
01 CITY : PLEASANTVILLE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 580,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 574,596.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,294.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 76.82100
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,836,800.00
P & I AMT: 16,409.85
UPB AMT: 1,821,897.77
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 51
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007748338 MORTGAGORS: XXXXXXXXXX XXXXXXX
XXXXXXXXXX XXXXXXX
REGION CODE ADDRESS : 00 XXXXXXXXXX XXXXX
01 CITY : HAMPTON
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 275,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,602.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,418.88 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 79.39481
-----------------------------------------------------------------
0 0007748346 MORTGAGORS: XXXXXXXX XXXX
REGION CODE ADDRESS : 000 XXX XXXXXXXXX
01 CITY : SAVANNAH
STATE/ZIP : GA 31405
MORTGAGE AMOUNT : 284,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,908.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,519.78 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 55.83333
-----------------------------------------------------------------
0 0007748353 MORTGAGORS: XXX XXXX
ZHENG PAN
REGION CODE ADDRESS : 0000 XXXXXXXXX XXXXX
01 CITY : COLUMBUS
STATE/ZIP : OH 43220
MORTGAGE AMOUNT : 285,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,792.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,567.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0007748361 MORTGAGORS: XXXXX XXXXXXX
XXXXX XXXXXXX
REGION CODE ADDRESS : 3569 DEEP FOREST DRIVE
01 CITY : PINETOP
STATE/ZIP : AZ 85935
MORTGAGE AMOUNT : 239,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,446.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,223.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99333
-----------------------------------------------------------------
0 0007748387 MORTGAGORS: XXXX XXXXXX
REGION CODE ADDRESS : 000-X X XXXXXXX XXXXXX
01 CITY : TELLURIDE
STATE/ZIP : CO 81435
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 495,341.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,564.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 71.73601
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,585,750.00
P & I AMT: 14,293.95
UPB AMT: 1,575,091.37
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 52
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007748403 MORTGAGORS: XXXXXXX XXXXXXX
XXXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXX XXXXXXXXX
01 CITY : RAPID CITY
STATE/ZIP : SD 57701
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,193.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,212.28 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.92404
-----------------------------------------------------------------
0 0007748411 MORTGAGORS: XXXXX XXXXX
XXXXX XXXXXX
REGION CODE ADDRESS : 79003 XXXXXXX
01 CITY : CHAPEL HILL
STATE/ZIP : NC 27514
MORTGAGE AMOUNT : 261,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,070.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,280.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 56.30107
-----------------------------------------------------------------
0 0007748429 MORTGAGORS: KUMAR MANJU
REGION CODE ADDRESS : 000 XXXXXX XXXXXX
01 CITY : ARCADIA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,738.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,595.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.17543
-----------------------------------------------------------------
0 0007748437 MORTGAGORS: VON UFFEL XXXX
VON UFFEL XXXXXXXXX
REGION CODE ADDRESS : 000 XXXXXXXXXXXX XXX
01 CITY : ALPHARETTA
STATE/ZIP : GA 30022
MORTGAGE AMOUNT : 296,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,483.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,622.88 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 71.17711
-----------------------------------------------------------------
0 0007748452 MORTGAGORS: XXXXXXXX XXXXXXX
XXXXXXXX XXXXXXX
REGION CODE ADDRESS : 4745 BITTERSWEET
01 CITY : SPRINGFIELD
STATE/ZIP : MO 65809
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 448,564.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,013.35 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 66.17647
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,658,200.00
P & I AMT: 14,724.39
UPB AMT: 1,651,050.54
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 53
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007748460 MORTGAGORS: XXXXXXXXX XXXXXXX
XXXXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXXXX XXXXX
01 CITY : FORT WORTH
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 323,952.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,875.96 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 44.82758
-----------------------------------------------------------------
0 0007748478 MORTGAGORS: XXXXXXXX XXXX
XXXXXXXX XXXXX
REGION CODE ADDRESS : 3181 POWERS FORD
01 CITY : MARIETTA
STATE/ZIP : GA 30067
MORTGAGE AMOUNT : 284,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,660.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,517.57 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 76.89189
-----------------------------------------------------------------
0 0007748486 MORTGAGORS: XXXXXXX XXXXXX
XXXXXXX XXXXXXXX
REGION CODE ADDRESS : 000 XXXXXXX XXX XXXXX
01 CITY : ALPHARETTA
STATE/ZIP : GA 30002
MORTGAGE AMOUNT : 385,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 382,510.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,406.91 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 78.89344
-----------------------------------------------------------------
0 0007748494 MORTGAGORS: XXXXX XXXX
XXXXX XXXXXXXXXX
REGION CODE ADDRESS : 32 WEST 000 XXXXXXX XX.
01 CITY : EOLA
STATE/ZIP : IL 60519
MORTGAGE AMOUNT : 286,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,136.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,651.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 62.44541
-----------------------------------------------------------------
0 0007748502 MORTGAGORS: XXXXXX XXXXX
XXXXXX XXXXXX
REGION CODE ADDRESS : 00000 XXXXX XXXX XXXXX XXXX
01 CITY : EVERGREEN
STATE/ZIP : CO 80439
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 496,766.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,424.55 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 74.07407
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,780,500.00
P & I AMT: 15,876.25
UPB AMT: 1,771,025.99
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 54
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007748510 MORTGAGORS: XXXXXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXX XXXXX XXXX
01 CITY : ST ALBANS
STATE/ZIP : MO 63073
MORTGAGE AMOUNT : 463,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 461,555.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,194.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 46.30000
-----------------------------------------------------------------
0 0007748528 MORTGAGORS: ICE XXXXXXX
REGION CODE ADDRESS : 000 XXXXXXXX XXXX
01 CITY : ALAMEDA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 299,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,491.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,567.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 70.14051
-----------------------------------------------------------------
0 0007748536 MORTGAGORS: XXXXX XXXXX
XXXXX XXXXX
REGION CODE ADDRESS : 00000 XXXXXXXXX XXXXXX
01 CITY : LAGUNA HILLS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 261,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,203.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,401.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 63.65853
-----------------------------------------------------------------
0 0007748775 MORTGAGORS: XXXX XXXXX
XXXX XXXXXX
XXXXXX CODE ADDRESS : 0000 XXXXXXX XXXXXX
01 CITY : COSTA MESA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 269,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,568.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,495.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 75.83098
-----------------------------------------------------------------
0 0007748783 MORTGAGORS: XXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 X XXXXXX XX
01 CITY : XXXXXXX
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 351,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,730.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,106.04 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 55.27559
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,643,700.00
P & I AMT: 14,764.55
UPB AMT: 1,636,549.17
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 55
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0007748791 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXXX
REGION CODE ADDRESS : 00 XXXXX XXXXX XXXX
01 CITY : BARRINGTON
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 635,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 631,968.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,760.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 68.75135
-----------------------------------------------------------------
0 0007748809 MORTGAGORS: XXXXX XXXXXXX
XXXXXXXXXX XXXXXX
REGION CODE ADDRESS : 1902 FAIRVIEW
01 CITY : COLUMBIA
STATE/ZIP : MO 65203
MORTGAGE AMOUNT : 243,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,224.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,167.21 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.93750
-----------------------------------------------------------------
0 0031381452 MORTGAGORS: XXXX XXXXXX
XXXX XXXXXXXXX
REGION CODE ADDRESS : 0000 XXXXX XXXXX
01 CITY : LA JOLLA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 339,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 332,251.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,999.84 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 45.20000
-----------------------------------------------------------------
0 0031433956 MORTGAGORS: XXXXXXXXX XXXXXXX
XXXXXXXXX XXXXXXXX
REGION CODE ADDRESS : 00000 XX 00 XXXXXX
01 CITY : MIAMI
STATE/ZIP : FL 33183
MORTGAGE AMOUNT : 145,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 141,671.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,283.12 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 42.02800
-----------------------------------------------------------------
0 0031472863 MORTGAGORS: TEKEN AVRAHAM
XXXXX XXXXXXXXX
REGION CODE ADDRESS : 1183-1185 XXXXXXXXXX XXXXXX
00 CITY : XXXXXX
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 236,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 230,770.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,074.26 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 75.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,599,200.00
P & I AMT: 14,285.07
UPB AMT: 1,578,887.19
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 56
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0031542392 MORTGAGORS: XXXXXX XXX
XXXXXX XXXX
REGION CODE ADDRESS : 000 X. 00XX XX.
01 CITY : NEW YORK
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 455,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 453,610.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,185.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.00000
-----------------------------------------------------------------
0 0031571466 MORTGAGORS: XXXXX XXX
XXXXX XXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXXXX XXXXXX
01 CITY : LEAGUE CITY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 259,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,172.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,329.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.98800
-----------------------------------------------------------------
0 0031583198 MORTGAGORS: DECK CHRISTIAN
REGION CODE ADDRESS : 12252 XXXX LAWN COURT
01 CITY : JACKSONVILLE
STATE/ZIP : FL 32224
MORTGAGE AMOUNT : 85,240.00 OPTION TO CONVERT :
UNPAID BALANCE : 85,240.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 766.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031614274 MORTGAGORS: XXXXXX XXXXXX
REGION CODE ADDRESS : 000 XXXXX XXXXXXX XXXXX XXXXXXXXX #
00 CITY : POMPANO BEACH
STATE/ZIP : FL 33062
MORTGAGE AMOUNT : 65,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 64,190.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 593.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 71.42800
-----------------------------------------------------------------
0 0031618648 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XX 000XX XXX
01 CITY : DAVIE
STATE/ZIP : FL 33330
MORTGAGE AMOUNT : 612,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 606,173.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,500.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 250
LTV : 80.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,476,390.00
P & I AMT: 13,375.34
UPB AMT: 1,463,386.66
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 57
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0031634082 MORTGAGORS: XXXXXXX XXXXX
REGION CODE ADDRESS : 4216 GREENVIEW
01 CITY : CHICAGO
STATE/ZIP : IL 60613
MORTGAGE AMOUNT : 558,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 556,277.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,093.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 74.89932
-----------------------------------------------------------------
0 0031638547 MORTGAGORS: XXXXXX XXXXXXXX
XXXXXX XXXXXXXX
REGION CODE ADDRESS : 0000 XXXX XXXXXXX XXXXXX
01 CITY : PASADENA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 138,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 136,335.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,289.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 78.85700
-----------------------------------------------------------------
0 0031685738 MORTGAGORS: XXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXX 00XX XX
01 CITY : MIAMI BEACH
STATE/ZIP : FL 33140
MORTGAGE AMOUNT : 1,000,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 993,602.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 8,918.54 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 015
LTV : 44.44400
-----------------------------------------------------------------
0 0031698095 MORTGAGORS: XXXX XXXXXXX
XXXX XXXXXX
REGION CODE ADDRESS : 000 XXXX XXXXXX
01 CITY : PETERSBURG
STATE/ZIP : VA 23803
MORTGAGE AMOUNT : 121,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 121,070.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,086.72 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 250
LTV : 74.75400
-----------------------------------------------------------------
0 0031716392 MORTGAGORS: XXXXX XXXXXX
XXXXX XXXXXX
REGION CODE ADDRESS : MECHANICS ST
01 CITY : JAMACIA
STATE/ZIP : VT 05343
MORTGAGE AMOUNT : 56,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 56,329.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 523.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 76.35100
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,874,350.00
P & I AMT: 16,911.90
UPB AMT: 1,863,615.69
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 58
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0031722549 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXXX
REGION CODE ADDRESS : 000 XXXXXXX XXXX
01 CITY : WYCKOFF
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 376,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 374,839.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,432.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 80.00000
-----------------------------------------------------------------
0 0031731524 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXXXXXX
REGION CODE ADDRESS : 00 XXXXXXXXXX XXXXX XXXXX
01 CITY : XXXXX TOWN
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 266,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,400.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,374.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 250
LTV : 75.00000
-----------------------------------------------------------------
0 0031735103 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXXXXX
REGION CODE ADDRESS : 0000 XX 00XX XXX
01 CITY : BOCA RATON
STATE/ZIP : FL 33486
MORTGAGE AMOUNT : 393,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 390,512.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,532.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.45700
-----------------------------------------------------------------
0 0031735152 MORTGAGORS: GO JAE
GO JOY
REGION CODE ADDRESS : 00 XXXXX XXXXX
01 CITY : MONTVILLE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 198,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 197,231.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,793.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 65.13100
-----------------------------------------------------------------
0 0031741226 MORTGAGORS: XXXXXX XXXXX
REGION CODE ADDRESS : 00 XXXXXXXXXX XXXXXX
01 CITY : XXXXX
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 129,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 128,600.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,232.80 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 250
LTV : 78.18100
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,362,250.00
P & I AMT: 12,365.68
UPB AMT: 1,356,584.59
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 59
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0031741895 MORTGAGORS: XXXXXXX XXXXXXXX
REGION CODE ADDRESS : 00 XXXX XXXXXX
01 CITY : SOUTHPORT
STATE/ZIP : CT 06490
MORTGAGE AMOUNT : 227,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 225,516.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,993.05 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 37.83300
-----------------------------------------------------------------
0 0031743610 MORTGAGORS: ECKOLD XXXXX
XXXXXX MARINELLA
REGION CODE ADDRESS : 000 XXXXXXXXX XXX
01 CITY : SAN XXXX
STATE/ZIP : CA 95123
MORTGAGE AMOUNT : 279,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,148.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,566.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 69.75000
-----------------------------------------------------------------
0 0031744592 MORTGAGORS: XXXXXXXXX XXXXXX
XXXXXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXXXX XXXXXX
01 CITY : BAKERSFIELD
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 98,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 97,784.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 891.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 250
LTV : 80.00000
-----------------------------------------------------------------
0 0031746431 MORTGAGORS: XXXXXXXX XXXXXX
XXXXXXXX CHANTAL
REGION CODE ADDRESS : 00 XXXXXXXXX XXXXXX,
01 CITY : WESTON,
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 249,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,207.85 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 54.83500
-----------------------------------------------------------------
0 0031747124 MORTGAGORS: XXXXX XXXXXX
REGION CODE ADDRESS : 00 XXXXXXXXX XXXX
01 CITY : HAVERFORD
STATE/ZIP : PA 19041
MORTGAGE AMOUNT : 200,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 198,761.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,825.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 61.16200
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,053,900.00
P & I AMT: 9,484.56
UPB AMT: 1,049,709.84
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 60
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0031750144 MORTGAGORS: XXXX XXX
XXXX XXXXXX
REGION CODE ADDRESS : 000 XXXXXX XXXXXX
01 CITY : MANCHESTER
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 97,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 96,955.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,163.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 10/01/08
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 75.00000
-----------------------------------------------------------------
0 0031758469 MORTGAGORS: XXXXXXXXX XXXXXXX
XXXXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXX
01 CITY : SAN DIEGO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 397,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 397,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,568.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 66.16666
-----------------------------------------------------------------
0 0031758709 MORTGAGORS: CLEVERLY A.
XXXXXXXXX XXXXXXX
REGION CODE ADDRESS : 00 XXXXXXXXX XXXX
01 CITY : CHATHAM
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,202.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,229.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 41.39000
-----------------------------------------------------------------
0 0031760093 MORTGAGORS: XXXXXXXX XXXXXXX
XXXXXXXX XXXXX
REGION CODE ADDRESS : 9 SMOKE RUN
01 CITY : PITTSTOWN
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 200,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 200,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,825.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 56.49700
-----------------------------------------------------------------
0 0031760515 MORTGAGORS: XXXXX XXXX
XXXXX XXXX
REGION CODE ADDRESS : 000 XXXXXXX XXX #0000
01 CITY : LONG BEACH
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 369,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 367,810.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,265.32 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 87.23400
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,313,500.00
P & I AMT: 12,052.75
UPB AMT: 1,310,968.78
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 61
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0031763402 MORTGAGORS: XXXXXXX XXXX
XXXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXX XXXX
01 CITY : SHERMAN
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 373,803.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,344.46 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 52.81600
-----------------------------------------------------------------
0 0031763816 MORTGAGORS: XXXXX XXXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 12535 CAMARERO COURT
01 CITY : SAN DIEGO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,202.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,447.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031764673 MORTGAGORS: XXXXX XXXXXX
XXXXX XXXXXX
REGION CODE ADDRESS : 000 XXXXX XXX XXX
01 CITY : SANTA YNEZ
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,497.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 40.00000
-----------------------------------------------------------------
0 0031766850 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 000-000 XXXXXXXX XXXX XXXX 0
01 CITY : STAMFORD
STATE/ZIP : CT 06906
MORTGAGE AMOUNT : 292,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,668.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,649.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.00000
-----------------------------------------------------------------
0 0031767866 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 00 XXXXXX XXXX XXXX
01 CITY : NORTHBORO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 276,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,637.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,504.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.72900
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,488,000.00
P & I AMT: 13,443.16
UPB AMT: 1,483,312.66
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
X.X. XXX 0000 TMS AG0004982215 01 02 03
PAGE: 62
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0 -----------------------------------------------------------------
0 0031768237 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXX
REGION CODE ADDRESS : 00 XXXXXXXX XXXXX
01 CITY : STAMFORD
STATE/ZIP : CT 06902
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,348.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,177.77 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 60.97500
-----------------------------------------------------------------
0 0031770100 MORTGAGORS: SWINDELL FOREST
SWINDELL SARAH
REGION CODE ADDRESS : 5639 EAST SANNA STREET
01 CITY : PARADISE VALLEY
STATE/ZIP : AZ 85253
MORTGAGE AMOUNT : 900,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 897,191.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 8,152.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 015
LTV : 60.00000
-----------------------------------------------------------------
0 0031770183 MORTGAGORS: FENSTERMACHER EDWARD
FENSTERMACHER BARBARA
REGION CODE ADDRESS : 7211 JACKSON CREEK ROAD
01 CITY : BOZEMAN
STATE/ZIP : MT 59715
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,161.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,300.77 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 58.42696
-----------------------------------------------------------------
0 0031770506 MORTGAGORS: MARTINEZ VIRGIL
REGION CODE ADDRESS : 1803 CHEROKEE DRIVE #2
01 CITY : SALINAS
STATE/ZIP : CA 93906
MORTGAGE AMOUNT : 51,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 50,509.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 454.85 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 250
LTV : 46.36300
-----------------------------------------------------------------
0 0031770597 MORTGAGORS: CASTEN BRUCE
CASTEN MARILYN
REGION CODE ADDRESS : 4309 ROYAL ABERDEEN
01 CITY : COLUMBIA
STATE/ZIP : MO 65203
MORTGAGE AMOUNT : 112,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 111,642.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 998.88 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 56.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,573,000.00
P & I AMT: 14,084.76
UPB AMT: 1,566,853.34
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 63
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031772049 MORTGAGORS: KICKLIGHTER JERRY
KICKLIGHTER BETTYE
REGION CODE ADDRESS : 6184 OLD STONE MOUNTAIN ROAD,
01 CITY : STONE MOUNTAIN,
STATE/ZIP : GA 30087
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,021.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,786.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.48718
-----------------------------------------------------------------
0 0031772700 MORTGAGORS: TOLSON LAURIE
TOLSON DAVID
REGION CODE ADDRESS : 118 WINN STREET
01 CITY : BELMONT
STATE/ZIP : MA 02178
MORTGAGE AMOUNT : 281,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,491.91 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031773039 MORTGAGORS: SAHNI HARVINDER
KAHLON JASWINDER
REGION CODE ADDRESS : 47 GOLETA POINT DRIVE (CORONA DEL M
01 CITY : NEWPORT BEACH
STATE/ZIP : CA 92625
MORTGAGE AMOUNT : 1,093,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 1,089,735.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 10,210.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 015
LTV : 75.37900
-----------------------------------------------------------------
0 0031773229 MORTGAGORS: VILLELA CAIO
VILLELA CLAUDIA
REGION CODE ADDRESS : 260 LA CUESTA DRIVE
01 CITY : SCOTTS VALLEY
STATE/ZIP : CA 95066
MORTGAGE AMOUNT : 244,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,213.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,159.18 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 78.70900
-----------------------------------------------------------------
0 0031777352 MORTGAGORS: MOLOCK JANIS
REGION CODE ADDRESS : 24 ASHLER AVENUE
01 CITY : LOS GATOS
STATE/ZIP : CA 95030
MORTGAGE AMOUNT : 373,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 371,784.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,274.92 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 48.12903
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,301,600.00
P & I AMT: 20,922.42
UPB AMT: 2,295,354.69
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 64
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031779937 MORTGAGORS: TRANTHAM JOEY
TRANTHAM JANE
REGION CODE ADDRESS : 1008 SUMMIT PARK DR,ELK RIVER
01 CITY : BANNER ELK
STATE/ZIP : NC 28604
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 418,660.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,745.79 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 41.27700
-----------------------------------------------------------------
0 0031782279 MORTGAGORS: BIBLER MARK
CARPENTER HEATHER
REGION CODE ADDRESS : 277 1/2 HILLCREST DRIVE,
01 CITY : ENCINITAS,
STATE/ZIP : CA 92024
MORTGAGE AMOUNT : 415,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 413,676.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,701.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 68.03200
-----------------------------------------------------------------
0 0031782402 MORTGAGORS: ELFERS PETER
ELFERS JANE
REGION CODE ADDRESS : 130 SCHUYLER ROAD,
01 CITY : ALLENDALE,
STATE/ZIP : NJ 07401
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 432,977.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,954.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 66.46525
-----------------------------------------------------------------
0 0031782444 MORTGAGORS: TOKAZ LAURENCE
TOKAZ PAMELA
REGION CODE ADDRESS : 51 OFFERSON ROAD, UNIT 307,
01 CITY : BEAVER CREEK,
STATE/ZIP : CO 81620
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 598,107.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,392.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 48.00000
-----------------------------------------------------------------
0 0031782931 MORTGAGORS: VEAL REX
VEAL VICKY
REGION CODE ADDRESS : 6201 BLACKBERRY HILL
01 CITY : NORCROSS
STATE/ZIP : GA 30092
MORTGAGE AMOUNT : 327,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,256.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,919.04 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 66.52400
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,202,300.00
P & I AMT: 19,713.84
UPB AMT: 2,189,677.71
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 65
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031783418 MORTGAGORS: LIEU FRANK
LIEU JOYCE
REGION CODE ADDRESS : 5324 AMBERGATE LANE
01 CITY : DALLAS
STATE/ZIP : TX 75287
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,724.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,567.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 68.31700
-----------------------------------------------------------------
0 0031783988 MORTGAGORS: FIAMENGO TONY
FIAMENGO FAYE
REGION CODE ADDRESS : 1744 CUMBRE DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90732
MORTGAGE AMOUNT : 355,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 353,939.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,316.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 77.17300
-----------------------------------------------------------------
0 0031784309 MORTGAGORS: CHU CHENG
CHU CHINGYING
REGION CODE ADDRESS : 18419 DANCY STREET,
01 CITY : ROWLAND HEIGHTS,
STATE/ZIP : CA 91748
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,114.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,463.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 77.71428
-----------------------------------------------------------------
0 0031785314 MORTGAGORS: HALEY LARRY
HALEY BONNIE
REGION CODE ADDRESS : 9604 PONCE PLACE
01 CITY : FORT WASHINGTON
STATE/ZIP : MD 20744
MORTGAGE AMOUNT : 125,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 124,830.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,155.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031785348 MORTGAGORS: CAOILI FELIPE
CAOILI LYDIA
REGION CODE ADDRESS : 1644 NATALIE AVENUE
01 CITY : SANTA CLARA
STATE/ZIP : CA 95051
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,981.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,012.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 77.64700
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,482,600.00
P & I AMT: 13,515.32
UPB AMT: 1,477,590.54
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 66
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031787096 MORTGAGORS: MEHTA BHARGESH
JANI PARUL
REGION CODE ADDRESS : 2515 WINEBERRY COURT
01 CITY : HUNTINGTOWN
STATE/ZIP : MD 20639
MORTGAGE AMOUNT : 188,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 188,247.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,684.27 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.99700
-----------------------------------------------------------------
0 0031787963 MORTGAGORS: BRYANT STEPHEN
BRYANT CAROL
REGION CODE ADDRESS : 1117 32ND AVENUE
01 CITY : SEATTLE
STATE/ZIP : WA 98144
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,968.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,831.71 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 76.19000
-----------------------------------------------------------------
0 0031787971 MORTGAGORS: BATTLE TIMOTHY
BATTLE LONNELL
REGION CODE ADDRESS : 4400 FERRY LANDING ROAD
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22309
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,241.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,592.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031788243 MORTGAGORS: COLGAN GERALD
COLGAN ELIZABETH
REGION CODE ADDRESS : 23332 ALAMOS DRIVE
01 CITY : NEWHALL
STATE/ZIP : CA 91321
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,179.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,336.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 88.13500
-----------------------------------------------------------------
0 0031788821 MORTGAGORS: GOLDSMITH KEVIN
GOLDMSITH CHRISTINE
REGION CODE ADDRESS : 440 EL CAMINO CAMPO
01 CITY : CORRALES
STATE/ZIP : NM 87048
MORTGAGE AMOUNT : 347,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,118.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 57.35537
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,399,850.00
P & I AMT: 12,564.41
UPB AMT: 1,395,636.98
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 67
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031789613 MORTGAGORS: KELLER LARRY
KELLER DONNA
REGION CODE ADDRESS : 128 EAST WESTWOOD ROAD
01 CITY : PARK CITY
STATE/ZIP : UT 84098
MORTGAGE AMOUNT : 273,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,138.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,453.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 66.58500
-----------------------------------------------------------------
0 0031790421 MORTGAGORS: SMITH BRUCE
SMITH WANDA
REGION CODE ADDRESS : 10824 WINDERMERE LANE
01 CITY : FAIRFAX STATION
STATE/ZIP : VA 22039
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 500,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,459.27 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.07407
-----------------------------------------------------------------
0 0031790645 MORTGAGORS: BOFFA NICHOLAS
BOFFA AILEENE
REGION CODE ADDRESS : 1375 SONNY'S WAY
01 CITY : HOLLISTER
STATE/ZIP : CA 95023
MORTGAGE AMOUNT : 280,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,795.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,483.94 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 56.14000
-----------------------------------------------------------------
0 0031790686 MORTGAGORS: ROGERS MARTIN
REGION CODE ADDRESS : 3115 SEGOVIA WAY
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,197.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,373.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031790843 MORTGAGORS: COOK STEPHEN
HARTMAN LAURA
REGION CODE ADDRESS : 68 EAST GALLOWAY DRIVE
01 CITY : MEMPHIS
STATE/ZIP : TN 38111
MORTGAGE AMOUNT : 910,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 910,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 7,989.74 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 015
LTV : 70.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,223,700.00
P & I AMT: 19,760.20
UPB AMT: 2,221,131.08
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 68
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031791189 MORTGAGORS: SCHATZ RONALD
SCHATZ MARCIA
REGION CODE ADDRESS : 1041 GALDEN PLACE
01 CITY : CHULA VISTA
STATE/ZIP : CA 91910
MORTGAGE AMOUNT : 250,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,501.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,232.32 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.98700
-----------------------------------------------------------------
0 0031791221 MORTGAGORS: CHITTUM MARK
NELSEN CONSTANCE
REGION CODE ADDRESS : 1506-B POINT DRIVE
01 CITY : FRISCO
STATE/ZIP : CO 80443
MORTGAGE AMOUNT : 272,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,432.98 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.64149
-----------------------------------------------------------------
0 0031792039 MORTGAGORS: REECE DENNIS
REGION CODE ADDRESS : 16962 KNOLLWOOD DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 91344
MORTGAGE AMOUNT : 241,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,721.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,137.06 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 53.07600
-----------------------------------------------------------------
0 0031793326 MORTGAGORS: LUNDGREN ALSTON
REGION CODE ADDRESS : 4208 SUNDANCE
01 CITY : SANTA FE
STATE/ZIP : NM 87505
MORTGAGE AMOUNT : 130,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 129,177.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,168.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.78700
-----------------------------------------------------------------
0 0031793904 MORTGAGORS: MILTON DAVID
REGION CODE ADDRESS : 26 MIRADA ROAD
01 CITY : HALF MOON BAY
STATE/ZIP : CA 94109
MORTGAGE AMOUNT : 295,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,089.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,692.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 49.57900
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,189,600.00
P & I AMT: 10,663.79
UPB AMT: 1,186,289.72
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 69
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031794084 MORTGAGORS: HAWKANSON JAMES
HAWKANSON JANE
REGION CODE ADDRESS : 10040 E HAPPY VALLEY RD # 279
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85255
MORTGAGE AMOUNT : 302,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,036.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,693.40 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 33.18600
-----------------------------------------------------------------
0 0031794340 MORTGAGORS: BABINGTON WILLIAM
BABINGTON MARY
REGION CODE ADDRESS : 3602 PARAMOUNT ROAD
01 CITY : FAIRFAX
STATE/ZIP : VA 22033
MORTGAGE AMOUNT : 278,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,422.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,479.36 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 52.45200
-----------------------------------------------------------------
0 0031794613 MORTGAGORS: HANSON SCOTT
HANSON VALERIE
REGION CODE ADDRESS : 2213 CARDIFF CIRCLE
01 CITY : EL DORADO HILLS
STATE/ZIP : CA 95762
MORTGAGE AMOUNT : 305,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 304,048.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,762.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 59.22300
-----------------------------------------------------------------
0 0031794688 MORTGAGORS: KEMICK MATTHEW
KEMICK ALLURA
REGION CODE ADDRESS : 1521 KELVIN COURT
01 CITY : VIRGINA BEACH
STATE/ZIP : VA 23454
MORTGAGE AMOUNT : 142,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 140,762.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,321.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 95.00000
-----------------------------------------------------------------
0 0031794910 MORTGAGORS: LOPRESTI CARMINE
REGION CODE ADDRESS : 42 STONYBROOK ROAD
01 CITY : HOLMDEL
STATE/ZIP : NJ 07733
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 350,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,145.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 57.37705
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,377,500.00
P & I AMT: 12,402.45
UPB AMT: 1,370,270.07
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 70
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031795297 MORTGAGORS: PARKS LARRY
PARKS DEBORAH
REGION CODE ADDRESS : 1421 WOODLAND PARK DRIVE
01 CITY : GARLAND
STATE/ZIP : TX 75040
MORTGAGE AMOUNT : 78,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 77,562.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 709.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 90.00000
-----------------------------------------------------------------
0 0031795966 MORTGAGORS: NGUYEN THANH
VU OANH
REGION CODE ADDRESS : 6872 LAFAYETTE DRIVE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92647
MORTGAGE AMOUNT : 160,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 158,460.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,426.97 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 54.23700
-----------------------------------------------------------------
0 0031796071 MORTGAGORS: LIKIS FRANCES
BLUE WILLIAM
REGION CODE ADDRESS : 4530 EVERETT DRIVE
01 CITY : NASHVILLE
STATE/ZIP : TN 37215
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,114.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,654.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 93.75000
-----------------------------------------------------------------
0 0031796592 MORTGAGORS: AUNG MYO
AUNG PATTI
REGION CODE ADDRESS : 29831 VISTA DEL ARROYO
01 CITY : AGOURA
STATE/ZIP : CA 91301
MORTGAGE AMOUNT : 430,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 428,686.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,955.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 74.78200
-----------------------------------------------------------------
0 0031798549 MORTGAGORS: KLAAS THOMAS
REGION CODE ADDRESS : 1212 9TH STREET, NW
01 CITY : CANTON
STATE/ZIP : OH 44703
MORTGAGE AMOUNT : 27,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 27,450.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 266.31 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 8.25000 PRODUCT CODE : 250
LTV : 90.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 995,750.00
P & I AMT: 9,012.96
UPB AMT: 986,273.97
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 71
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031801145 MORTGAGORS: BARLAY ALBERT
BARCLAY AGATHA
REGION CODE ADDRESS : 11600 RIVER ROAD
01 CITY : POTOMAC
STATE/ZIP : MD 20854
MORTGAGE AMOUNT : 410,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 408,706.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,685.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 41.00000
-----------------------------------------------------------------
0 0031801160 MORTGAGORS: HALEY ROGER
HOLLINGSWORTH ANNE
REGION CODE ADDRESS : 2228 RIDGEPOINT COURT
01 CITY : WALNUT CREEK
STATE/ZIP : CA 94596
MORTGAGE AMOUNT : 383,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 381,791.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,442.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 59.84300
-----------------------------------------------------------------
0 0031801368 MORTGAGORS: HO HUDDEE
LI ZHUONING
REGION CODE ADDRESS : 1671 TUPOLO DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95124
MORTGAGE AMOUNT : 322,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,482.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,898.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.88200
-----------------------------------------------------------------
0 0031801517 MORTGAGORS: LEIST LIANE
LEIST ANN
REGION CODE ADDRESS : 15128 VIA DE LA VALLE
01 CITY : RANCHO SANTA FE
STATE/ZIP : CA 92067
MORTGAGE AMOUNT : 550,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 548,245.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,905.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 73.33300
-----------------------------------------------------------------
0 0031802127 MORTGAGORS: GARBA IBRAHIM
GARBA MARLISE
REGION CODE ADDRESS : 1504 CARIA COURT
01 CITY : BOULDER CITY
STATE/ZIP : NV 89005
MORTGAGE AMOUNT : 264,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,674.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,395.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 78.35300
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,930,000.00
P & I AMT: 17,327.55
UPB AMT: 1,923,901.05
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 72
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031802390 MORTGAGORS: FISER WILLIAM
REGION CODE ADDRESS : 5418 SHERWOOD ROAD
01 CITY : LITTLE ROCK
STATE/ZIP : AK 72207
MORTGAGE AMOUNT : 526,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 519,725.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,695.62 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 65.81200
-----------------------------------------------------------------
0 0031802515 MORTGAGORS: AHMED ZAFAR
AHMED FARZANEA
REGION CODE ADDRESS : 27 MAHOGANY DRIVE
01 CITY : IRVINE
STATE/ZIP : CA 92620
MORTGAGE AMOUNT : 470,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 468,468.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,126.57 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 62.66600
-----------------------------------------------------------------
0 0031802523 MORTGAGORS: DEMIROVIC DZENET
DEMIROVIC AMRA
REGION CODE ADDRESS : 4237-39 UNIVERSITY AVENUE N.E.
01 CITY : COLUMBIA HEIGHTS
STATE/ZIP : MN 55421
MORTGAGE AMOUNT : 144,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 143,054.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,318.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 95.00000
-----------------------------------------------------------------
0 0031802630 MORTGAGORS: SETHNA NAVIL
SETHNA MARY
REGION CODE ADDRESS : 205 BRIAR LANE
01 CITY : WESTWOOD
STATE/ZIP : MA 02090
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,497.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,318.83 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 72.82900
-----------------------------------------------------------------
0 0031802689 MORTGAGORS: HIRSTEIN DENNIS
HIRSTEIN NORAH
REGION CODE ADDRESS : 441 WEST JACKSON
01 CITY : WEBSTER GROVES
STATE/ZIP : MO 63119
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,695.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,299.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 68.49300
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,650,900.00
P & I AMT: 14,759.01
UPB AMT: 1,636,441.87
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 73
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031802739 MORTGAGORS: GROSSMAN DAVID
GROSSMAN JAMIE
REGION CODE ADDRESS : 55 34TH STREET
01 CITY : AVALON
STATE/ZIP : NJ 08202
MORTGAGE AMOUNT : 373,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 372,321.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,357.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 63.30508
-----------------------------------------------------------------
0 0031802796 MORTGAGORS: MCMURRAY SCOTT
MCMURRAY DEBRA
REGION CODE ADDRESS : RT 1 BOX 130B
01 CITY : FORDLAND
STATE/ZIP : MO 65652
MORTGAGE AMOUNT : 301,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,660.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,731.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 89.73200
-----------------------------------------------------------------
0 0031802812 MORTGAGORS: REYNOLDS BRUCE
REYNOLDS JOSIE
REGION CODE ADDRESS : 909 DENMEADE WALK
01 CITY : MARIETTA
STATE/ZIP : GA 30064
MORTGAGE AMOUNT : 259,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,910.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,385.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 94.98100
-----------------------------------------------------------------
0 0031802853 MORTGAGORS: COOLEY LINDA
REGION CODE ADDRESS : 31391 AVENIDA MADRID
01 CITY : SAN JAUN CAPISTRANO
STATE/ZIP : CA 92675
MORTGAGE AMOUNT : 308,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 302,742.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,792.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 77.07500
-----------------------------------------------------------------
0 0031802887 MORTGAGORS: WOOLEY GREG
REGION CODE ADDRESS : 7613 DUMAS DRIVE
01 CITY : CUPERTINO
STATE/ZIP : CA 95014
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,308.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,606.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 39.18919
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,532,600.00
P & I AMT: 13,872.88
UPB AMT: 1,516,942.92
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 74
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031802895 MORTGAGORS: RAMIREZ ABEL
MERCADO GUADALUPE
REGION CODE ADDRESS : 726 CONCORD AVENUE
01 CITY : SAN JOSE
STATE/ZIP : CA 75128
MORTGAGE AMOUNT : 368,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 363,463.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,385.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.82600
-----------------------------------------------------------------
0 0031802911 MORTGAGORS: OSWALT CHARLES
OSWALT MARTHA
REGION CODE ADDRESS : 2924 DEERWOOD DRIVE
01 CITY : WACO
STATE/ZIP : TX 76710
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,257.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,541.79 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 63.33300
-----------------------------------------------------------------
0 0031802929 MORTGAGORS: FENG HE
WU LISHEN
REGION CODE ADDRESS : 602 ORANGE AVENUE
01 CITY : MONTEREY PARK
STATE/ZIP : CA 91755
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,401.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,408.01 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 67.50000
-----------------------------------------------------------------
0 0031802937 MORTGAGORS: UHLIG DAVID
UHLIG CARRIE
REGION CODE ADDRESS : 370 BAILEY AVENUE
01 CITY : PETALUMA
STATE/ZIP : CA 94952
MORTGAGE AMOUNT : 149,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 148,107.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,364.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 47.01200
-----------------------------------------------------------------
0 0031802945 MORTGAGORS: MANCHANDA ANIL
MANCHANDA RITU
REGION CODE ADDRESS : 8990 SCOTT STREET
01 CITY : SPRINGFIELD
STATE/ZIP : VA 22153
MORTGAGE AMOUNT : 285,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,137.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,608.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.38800
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,358,300.00
P & I AMT: 12,308.83
UPB AMT: 1,344,367.25
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 75
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031802978 MORTGAGORS: FURMAN ANCHEL
FURMAN RACHEL
REGION CODE ADDRESS : 4214 FARMDALE AVENUE
01 CITY : LOS ANGELES, STUDIO CITY
STATE/ZIP : CA 91604
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 313,049.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,875.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 76.82900
-----------------------------------------------------------------
0 0031802994 MORTGAGORS: MILNE JAMES
REGION CODE ADDRESS : 711 SOUTHDALE WAY
01 CITY : WOODSIDE
STATE/ZIP : CA 94062
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 368,468.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,370.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 44.11700
-----------------------------------------------------------------
0 0031803026 MORTGAGORS: CHEN SUNG-CHING
CHEN YU-YUN
REGION CODE ADDRESS : 2221 CIELO PLACE
01 CITY : ARCADIA
STATE/ZIP : CA 91006
MORTGAGE AMOUNT : 246,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,493.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,263.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 44.72700
-----------------------------------------------------------------
0 0031803042 MORTGAGORS: BREMER TERRENCE
BREMER MERILEE
REGION CODE ADDRESS : 3221 HAZELWOOD WEST
01 CITY : MINNETONKA
STATE/ZIP : MN 55391
MORTGAGE AMOUNT : 293,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,165.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,654.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 71.99017
-----------------------------------------------------------------
0 0031803109 MORTGAGORS: DEEB SALAH
DEEB ELHAM
REGION CODE ADDRESS : 3500 HAVEN WAY
01 CITY : BURBANK
STATE/ZIP : CA 91504
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,410.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,491.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 55.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,504,000.00
P & I AMT: 13,654.28
UPB AMT: 1,489,586.99
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 76
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031803125 MORTGAGORS: SNEDDON LARRY
SNEDDON SARAH
REGION CODE ADDRESS : 813 BRIARWOOD ROAD
01 CITY : NEWTOWN SQUARE
STATE/ZIP : PA 19073
MORTGAGE AMOUNT : 323,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,600.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,999.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 62.70300
-----------------------------------------------------------------
0 0031803133 MORTGAGORS: CHARTRAND JEFFREY
CHARTRAND JUDY
REGION CODE ADDRESS : 28750 GLADER BOULEVARD
01 CITY : LINDSTROM
STATE/ZIP : MN 55045
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,599.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,445.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.58500
-----------------------------------------------------------------
0 0031803166 MORTGAGORS: LAUTENBACH ROBERT
LAUTENBACH JAYNE
REGION CODE ADDRESS : 3151 ASHWORTH ROAD
01 CITY : WAUKEE
STATE/ZIP : IA 50263
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,844.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,433.51 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 41.60300
-----------------------------------------------------------------
0 0031803208 MORTGAGORS: AKHAVIN MOHAMMAD
ALAGHEMAND ZOHREN
REGION CODE ADDRESS : 2331 NABAL STREET
01 CITY : ESCONDIDO
STATE/ZIP : CA 92025
MORTGAGE AMOUNT : 315,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,483.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,835.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.72900
-----------------------------------------------------------------
0 0031803224 MORTGAGORS: HOBBS DONALD
HOBBS BARBARA
REGION CODE ADDRESS : 19 DARTMOUTH LANE
01 CITY : COTO DE CAZA
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,632.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,373.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 66.66600
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,444,050.00
P & I AMT: 13,087.87
UPB AMT: 1,426,159.50
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 77
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031803794 MORTGAGORS: TRUSCOTT WILLIAM
REGION CODE ADDRESS : 13 WESTPORT LANE
01 CITY : MARBLEHEAD
STATE/ZIP : MA 01945
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,592.76 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 53.09700
-----------------------------------------------------------------
0 0031803935 MORTGAGORS: JAFFE GLENN
JAFFE EVE
REGION CODE ADDRESS : 16871 CHARMEL LANE
01 CITY : LOS ANGELES PACIFIC PALIS
STATE/ZIP : CA 90272
MORTGAGE AMOUNT : 633,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 633,750.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,608.11 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 48.75000
-----------------------------------------------------------------
0 0031804248 MORTGAGORS: CARTER ROBERT
CARTER BOBBIE
REGION CODE ADDRESS : 75 FOLSOM STREET #1400
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94105
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,897.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 48.09160
-----------------------------------------------------------------
0 0031805765 MORTGAGORS: HARELIK THEODORE
HARELIK JOAN
REGION CODE ADDRESS : 765 N. TIGERTAIL ROAD
01 CITY : LOS ANGELES
STATE/ZIP : CA 90049
MORTGAGE AMOUNT : 356,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 354,434.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,204.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 41.45300
-----------------------------------------------------------------
0 0031806763 MORTGAGORS: STORRIE SCOTT
STORRIE HAZ
REGION CODE ADDRESS : 5044 LEE HILL DRIVE
01 CITY : BOULDER
STATE/ZIP : CO 80302
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,069.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,660.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 62.31500
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,901,250.00
P & I AMT: 16,963.49
UPB AMT: 1,893,254.37
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 78
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031806789 MORTGAGORS: VASHISHTHA NAINA
REGION CODE ADDRESS : 1938 RIO BONITO DRIVE
01 CITY : ROWLAND HEIGHTS AREA,
STATE/ZIP : CA 91748
MORTGAGE AMOUNT : 368,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 364,534.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,333.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.34300
-----------------------------------------------------------------
0 0031806813 MORTGAGORS: WALLACE JEFFREY
WALLACE ROBYN
REGION CODE ADDRESS : SNOW ROAD
01 CITY : EAST DOVER
STATE/ZIP : VT 05341
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,763.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,190.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 62.33700
-----------------------------------------------------------------
0 0031806839 MORTGAGORS: MIRJAHANGIRI SOHRAB
PEZESHKPOUR PARIVASH
REGION CODE ADDRESS : 34 NORTH SANTA TERESITA
01 CITY : IRVINE
STATE/ZIP : CA 92606
MORTGAGE AMOUNT : 283,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,829.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,568.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.00000
-----------------------------------------------------------------
0 0031806847 MORTGAGORS: PETTY HAROLD
PETTY JUDY
REGION CODE ADDRESS : 1155 EAST HWY. 22
01 CITY : UNION CITY
STATE/ZIP : TN 38281
MORTGAGE AMOUNT : 274,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,202.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,469.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.98900
-----------------------------------------------------------------
0 0031806870 MORTGAGORS: TUNG SAMUEL
TUNG HELEN
REGION CODE ADDRESS : 6407 EAST VIA ARBOLES
01 CITY : ANAHEIM
STATE/ZIP : CA 92807
MORTGAGE AMOUNT : 273,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,400.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,453.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,439,200.00
P & I AMT: 13,015.27
UPB AMT: 1,424,731.82
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 79
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031806912 MORTGAGORS: RODRIGUEZ JORGE
RODRIGUEZ MONICA
REGION CODE ADDRESS : 3691 TOLAND AVENUE
01 CITY : LOS ALAMITOS
STATE/ZIP : CA 90720
MORTGAGE AMOUNT : 266,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,935.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,376.80 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.02700
-----------------------------------------------------------------
0 0031806920 MORTGAGORS: BLIZZARD THADD
BLIZZARD VICTORIA
REGION CODE ADDRESS : 34255 CORCORAN HILL LANE
01 CITY : DAVIS
STATE/ZIP : CA 95616
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 435,811.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,954.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031806938 MORTGAGORS: SCHMIDT DWAYNE
WILLIAMS CANDACE
REGION CODE ADDRESS : 327 NW 14TH STREET
01 CITY : OKLAHOMA CITY
STATE/ZIP : OK 73103
MORTGAGE AMOUNT : 311,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 306,928.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,846.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 68.22700
-----------------------------------------------------------------
0 0031806946 MORTGAGORS: GILDEN HOWARD
REGION CODE ADDRESS : 4711 LA VILLA MARINA #B
01 CITY : MARINA DEL REY AREA, LOS
STATE/ZIP : CA 90292
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,536.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,283.15 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031806961 MORTGAGORS: SAFAR SIAMAK
SAFAR MEHRSHID
REGION CODE ADDRESS : 2226 NORTH THREE SPRINGS DRIVE
01 CITY : WESTLAKE VILLAGE
STATE/ZIP : CA 91361
MORTGAGE AMOUNT : 560,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 556,417.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,994.39 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,834,300.00
P & I AMT: 16,455.50
UPB AMT: 1,816,629.60
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 80
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031808926 MORTGAGORS: MCDOUGALL DAVID
BALFOUR JACQUELINE
REGION CODE ADDRESS : 1819 OAK TERRACE
01 CITY : NEWCASTLE
STATE/ZIP : CA 95658
MORTGAGE AMOUNT : 294,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,223.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,767.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 76.76240
-----------------------------------------------------------------
0 0031808991 MORTGAGORS: STOLZER JEFF
REGION CODE ADDRESS : 19431 SINGING HILLS DRIVE
01 CITY : HORTHRIDGE
STATE/ZIP : CA 91326
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,737.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,229.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 250
LTV : 66.66600
-----------------------------------------------------------------
0 0031809023 MORTGAGORS: BRESTYANSKY JUDITH
REGION CODE ADDRESS : 1 WHITEWOOD WAY
01 CITY : IRVINE
STATE/ZIP : CA 92612
MORTGAGE AMOUNT : 71,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 70,326.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 658.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 26.79200
-----------------------------------------------------------------
0 0031809403 MORTGAGORS: SNELL TIMOTHY
REGION CODE ADDRESS : 1714 GOULD AVENUE SW
01 CITY : PALM BAY
STATE/ZIP : FL 32908
MORTGAGE AMOUNT : 30,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 30,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 265.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 73.17073
-----------------------------------------------------------------
0 0031809718 MORTGAGORS: HOBGOOD HAROLD
HOBGOOD VIRGINIA
REGION CODE ADDRESS : 450 COVINGTON COVE
01 CITY : ALPHARETTA
STATE/ZIP : GA 30022
MORTGAGE AMOUNT : 309,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 306,121.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,820.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 34.33300
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 954,000.00
P & I AMT: 8,741.41
UPB AMT: 943,408.41
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 81
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031811243 MORTGAGORS: SINGH GURCHARN
SINGH LATIKA
REGION CODE ADDRESS : 40159 TESORO LANE
01 CITY : PALMDALE
STATE/ZIP : CA 93551
MORTGAGE AMOUNT : 257,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,022.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,296.53 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.99300
-----------------------------------------------------------------
0 0031811250 MORTGAGORS: GLEASON NEIL
REGION CODE ADDRESS : 22672 MANDARINA LANE
01 CITY : TRABUCO CANYON
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,356.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,688.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 24.16600
-----------------------------------------------------------------
0 0031811318 MORTGAGORS: MADISON DAVID
MADISON KIMBER
REGION CODE ADDRESS : 1412 HUNTER'S CREEK ROAD
01 CITY : EDMOND
STATE/ZIP : OK 73003
MORTGAGE AMOUNT : 314,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,637.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,849.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.94900
-----------------------------------------------------------------
0 0031811326 MORTGAGORS: STROM NANCY
REGION CODE ADDRESS : 614 COVENTRY LANE
01 CITY : EDINA
STATE/ZIP : MN 55435
MORTGAGE AMOUNT : 271,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,483.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,437.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031811441 MORTGAGORS: RIGGIO DOMINICK
RIGGIO KAREN
REGION CODE ADDRESS : 2680 YAMPA VIEW ESTATES RD.
01 CITY : STEAMBOAT SPRINGS
STATE/ZIP : CO 80477
MORTGAGE AMOUNT : 410,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 407,405.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,685.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.14100
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,543,300.00
P & I AMT: 13,957.44
UPB AMT: 1,529,904.91
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 82
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031811607 MORTGAGORS: GIMBY ROBERT
GIMBY MARYLOU
REGION CODE ADDRESS : MISTIC DRIVE
01 CITY : MARSTONS MILLS
STATE/ZIP : MA 02648
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,884.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,282.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 59.80800
-----------------------------------------------------------------
0 0031811631 MORTGAGORS: GRANT BARBARA
REGION CODE ADDRESS : 398 GREY WHALE
01 CITY : THE SEA RANCH
STATE/ZIP : CA 95497
MORTGAGE AMOUNT : 267,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,469.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,441.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 62.94100
-----------------------------------------------------------------
0 0031811649 MORTGAGORS: NGAN HARK
NGAN BRENDA
REGION CODE ADDRESS : 24872 SANDFLOWER COURT
01 CITY : DANA POINT
STATE/ZIP : CA 92629
MORTGAGE AMOUNT : 271,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,859.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,146.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/08
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 69.48700
-----------------------------------------------------------------
0 0031811680 MORTGAGORS: BISHOP CORT
BISHOP AMMELITA
REGION CODE ADDRESS : 1912 NORTH DIAMOND STREET
01 CITY : ORANGE
STATE/ZIP : CA 92867
MORTGAGE AMOUNT : 213,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 211,028.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,921.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 95.00000
-----------------------------------------------------------------
0 0031811714 MORTGAGORS: MCCOY DENNIS
REGION CODE ADDRESS : 2048 CASA GRANDE STREET
01 CITY : BENICIA
STATE/ZIP : CA 94510
MORTGAGE AMOUNT : 109,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 107,591.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 973.91 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 60.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,111,450.00
P & I AMT: 10,765.77
UPB AMT: 1,095,835.13
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 83
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031815780 MORTGAGORS: CHEN CHING-FA
CHEN RAE-SHAE
REGION CODE ADDRESS : 1165 SUMMITRIDGE DRIVE
01 CITY : DIAMOND BAR
STATE/ZIP : CA 91765
MORTGAGE AMOUNT : 286,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,673.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,574.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031815806 MORTGAGORS: GREENBERG MARTI
GREENBERG GARY
REGION CODE ADDRESS : 411 EAST 53RD ST APT 3H & 3J
01 CITY : NEW YORK
STATE/ZIP : NY 10022
MORTGAGE AMOUNT : 400,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 376,494.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,712.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 53.40000
-----------------------------------------------------------------
0 0031815822 MORTGAGORS: JENSSEN PAUL
ESNERIO-JENSSEN DEBRA
REGION CODE ADDRESS : 23 SEARINGTOWN ROAD
01 CITY : SEARINGTOWN
STATE/ZIP : NY 11507
MORTGAGE AMOUNT : 243,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,756.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,276.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 74.98400
-----------------------------------------------------------------
0 0031817083 MORTGAGORS: FROLOFF DAVID
REGION CODE ADDRESS : 3411 ISLAND ROAD
01 CITY : WANTAGH
STATE/ZIP : NY 11793
MORTGAGE AMOUNT : 140,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 139,567.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,278.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 80.00000
-----------------------------------------------------------------
0 0031817224 MORTGAGORS: KASKO MARILYN
REGION CODE ADDRESS : 3825 ARIZONA PLACE
01 CITY : PLANO
STATE/ZIP : TX 75023
MORTGAGE AMOUNT : 96,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 95,683.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 836.27 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,166,600.00
P & I AMT: 10,677.70
UPB AMT: 1,136,175.35
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 84
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031817232 MORTGAGORS: TAYLOR SHIRLEY
MORAN RICHARD
REGION CODE ADDRESS : 12233 SOUTH ANNA DRIVE
01 CITY : ROCKVILLE
STATE/ZIP : VA 23146
MORTGAGE AMOUNT : 289,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,517.50 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 77.68800
-----------------------------------------------------------------
0 0031818917 MORTGAGORS: KREGAR VASILY
KREGAR ANNETTE
REGION CODE ADDRESS : 150-28 9TH AVENUE
01 CITY : WHITESTONE
STATE/ZIP : NY 11357
MORTGAGE AMOUNT : 208,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 206,753.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,942.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 65.00000
-----------------------------------------------------------------
0 0031819634 MORTGAGORS: YANG CHUI-HSU
YANG ESTHER
REGION CODE ADDRESS : 2139 AVY AVENUE
01 CITY : MENLO PARK
STATE/ZIP : CA 94025
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,126.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,536.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031820087 MORTGAGORS: DONAHUE SARAH
REGION CODE ADDRESS : 36 COVE STREET
01 CITY : DUXBURY
STATE/ZIP : MA 02332
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,414.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 55.00000
-----------------------------------------------------------------
0 0031821846 MORTGAGORS: GORDON SCOTT
GORDON NANCY
REGION CODE ADDRESS : 1807 VIA PACIFICA
01 CITY : APTOS
STATE/ZIP : CA 95003
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,458.38 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 54.90100
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,332,000.00
P & I AMT: 11,869.68
UPB AMT: 1,329,879.58
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 85
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031822430 MORTGAGORS: PEARLMAN STEPHEN
PEARLMAN LORRAINE
REGION CODE ADDRESS : 103 UNDERCLIFF RD
01 CITY : MONTCLAIR
STATE/ZIP : NJ 07042
MORTGAGE AMOUNT : 490,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 490,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,370.09 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 89.90800
-----------------------------------------------------------------
0 0031823503 MORTGAGORS: ROBERTSON HOWARD
ROBERTSON ROBERTA
REGION CODE ADDRESS : 1911 EAST LEXINGTON AVENUE
01 CITY : GILBERT
STATE/ZIP : AZ 85234
MORTGAGE AMOUNT : 343,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 343,750.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,137.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 73.92400
-----------------------------------------------------------------
0 0031823735 MORTGAGORS: GARCEAU JAMES
REGION CODE ADDRESS : 149 CHACE ST
01 CITY : CLINTON
STATE/ZIP : MA 01510
MORTGAGE AMOUNT : 41,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 41,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 473.41 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/08
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 37.61400
-----------------------------------------------------------------
0 0031825128 MORTGAGORS: WHITE ROBERT
WHITE BONNIE
REGION CODE ADDRESS : 1836 DOLCE DRIVE
01 CITY : LAS VEGAS
STATE/ZIP : NV 89134
MORTGAGE AMOUNT : 346,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,119.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,135.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 76.93300
-----------------------------------------------------------------
0 0031825623 MORTGAGORS: KOSTERS HOWARD
KOSTERS JEAN
REGION CODE ADDRESS : 913 CALLE MIRAMAR
01 CITY : TORRANCE
STATE/ZIP : CA 90277
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 322,384.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,921.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 53.27800
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,545,950.00
P & I AMT: 14,038.66
UPB AMT: 1,542,253.62
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 86
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031825896 MORTGAGORS: THROWER JIMMIE
THROWER MARY
REGION CODE ADDRESS : 136 BONAIRE AVENUE
01 CITY : HERCULES,
STATE/ZIP : CA 94547
MORTGAGE AMOUNT : 244,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,254.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,244.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 84.13700
-----------------------------------------------------------------
0 0031826100 MORTGAGORS: MASON LYLE
MASON CAROL
REGION CODE ADDRESS : 1708 SOUTH STONE RIDGE CIRCLE
01 CITY : BOUNTIFUL
STATE/ZIP : UT 84010
MORTGAGE AMOUNT : 750,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 750,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,846.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 015
LTV : 62.50000
-----------------------------------------------------------------
0 0031826142 MORTGAGORS: HICKEY SCOTT
WOODS JEAN
REGION CODE ADDRESS : 7888 NORTH GREEN BAY ROAD
01 CITY : RIVER HILLS
STATE/ZIP : WI 53217
MORTGAGE AMOUNT : 328,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,924.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,948.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031826167 MORTGAGORS: GROSSE WILLIAM
GROSSE KATHRYN
REGION CODE ADDRESS : 37278 N. STANTON POINT RD
01 CITY : INGLESIDE
STATE/ZIP : IL 60046
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,316.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,390.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 54.28500
-----------------------------------------------------------------
0 0031826183 MORTGAGORS: SHOAF KIRBY
KAUL SUSAN
REGION CODE ADDRESS : 1711 E DEAN ROAD
01 CITY : FOX POINT
STATE/ZIP : WI 53217
MORTGAGE AMOUNT : 289,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,171.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,597.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 58.14800
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,877,000.00
P & I AMT: 17,027.77
UPB AMT: 1,870,667.04
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 87
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031826845 MORTGAGORS: BENEDETTI ROY
BENEDETTI NANCY
REGION CODE ADDRESS : 18 VISTA MONTEMAR
01 CITY : LAGUNA NIGUEL
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 646,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 644,460.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,810.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 61.57100
-----------------------------------------------------------------
0 0031826936 MORTGAGORS: BUBAC DAVID
BUBAC SUSAN
REGION CODE ADDRESS : 42 VALLEY
01 CITY : PACIFIC
STATE/ZIP : MO 63069
MORTGAGE AMOUNT : 135,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 134,672.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,269.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 90.00000
-----------------------------------------------------------------
0 0031826969 MORTGAGORS: KLEMA ELAINE
REGION CODE ADDRESS : 18620 SW 244 STREET
01 CITY : HOMESTEAD
STATE/ZIP : FL 33031
MORTGAGE AMOUNT : 85,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 84,249.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 806.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 45.94500
-----------------------------------------------------------------
0 0031826985 MORTGAGORS: POTTLE JUDITH
REGION CODE ADDRESS : 8770-8772 WEST 26TH AVENUE
01 CITY : LAKEWOOD
STATE/ZIP : CO 80215
MORTGAGE AMOUNT : 177,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 175,131.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,693.42 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 250
LTV : 80.00000
-----------------------------------------------------------------
0 0031827025 MORTGAGORS: DENHAM N.
REGION CODE ADDRESS : 5006 WHITEHOUSE TRAIL
01 CITY : EVERGREEN
STATE/ZIP : CO 80439
MORTGAGE AMOUNT : 78,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 77,045.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 723.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 42.62200
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,122,600.00
P & I AMT: 10,303.09
UPB AMT: 1,115,560.34
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 88
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031827041 MORTGAGORS: STEVENS ALANSON
REGION CODE ADDRESS : 8347 SOUTH CARR STREET
01 CITY : LITTLETON
STATE/ZIP : CO 80128
MORTGAGE AMOUNT : 183,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 179,794.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,735.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 60.00000
-----------------------------------------------------------------
0 0031827157 MORTGAGORS: HURD PETER
REGION CODE ADDRESS : 1855 WASHINGTON STREET
01 CITY : HOLLISTON
STATE/ZIP : MA 01746
MORTGAGE AMOUNT : 184,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 182,229.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,641.01 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 250
LTV : 80.00000
-----------------------------------------------------------------
0 0031827165 MORTGAGORS: PAULSON KEN
PAULSON ALLISON
REGION CODE ADDRESS : 16711-13 BRUNSWICK AVENUE SE
01 CITY : PRIOR LAKE
STATE/ZIP : MN 55372
MORTGAGE AMOUNT : 94,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 93,675.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 903.09 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 250
LTV : 70.00000
-----------------------------------------------------------------
0 0031827223 MORTGAGORS: SADLER WILLIAM
SADLER BARBARA
REGION CODE ADDRESS : 6010 NORTH COATIMUNDI DRIVE
01 CITY : TUCSON
STATE/ZIP : AZ 85750
MORTGAGE AMOUNT : 215,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 212,292.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,947.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 250
LTV : 68.25300
-----------------------------------------------------------------
0 0031827249 MORTGAGORS: STEVENS CHARLES
STEVENS NEA
REGION CODE ADDRESS : UPPER ATHENS ROAD
01 CITY : ATHENS
STATE/ZIP : VT 05143
MORTGAGE AMOUNT : 123,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 122,262.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,148.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 44.72700
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 799,500.00
P & I AMT: 7,376.28
UPB AMT: 790,254.24
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 89
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031827272 MORTGAGORS: COWLES PHILLIP
COWLES MARTHA
REGION CODE ADDRESS : 1427 TYVOLA ROAD
01 CITY : CHARLOTTE
STATE/ZIP : NC 28209
MORTGAGE AMOUNT : 65,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 64,525.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 617.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 70.00000
-----------------------------------------------------------------
0 0031827389 MORTGAGORS: POOSIKIAN GEORGE
REGION CODE ADDRESS : 10 GULL WAY
01 CITY : KEYPORT
STATE/ZIP : NJ 07735
MORTGAGE AMOUNT : 85,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 84,249.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 806.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 78.70300
-----------------------------------------------------------------
0 0031827488 MORTGAGORS: MEIER MARK
MEIER MICHELE
REGION CODE ADDRESS : 3554 S. 122ND CT
01 CITY : GREENFIELD
STATE/ZIP : WI 53228
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,347.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,391.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031827546 MORTGAGORS: KOLSRUD DOUGLAS
KOLSRUD CATHERINE
REGION CODE ADDRESS : 3450 INDIAN RD SE
01 CITY : CEDAR PLAINS
STATE/ZIP : IA 52403
MORTGAGE AMOUNT : 390,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 387,450.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,424.18 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 77.22700
-----------------------------------------------------------------
0 0031827579 MORTGAGORS: FARLANDER JAMES
FARLANDER GLENDA
REGION CODE ADDRESS : 2946 NORTH SHORE DRIVE
01 CITY : DELAVAN
STATE/ZIP : WI 53115
MORTGAGE AMOUNT : 636,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 632,770.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,723.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 43.91700
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,440,900.00
P & I AMT: 12,962.94
UPB AMT: 1,431,343.87
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 90
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031827629 MORTGAGORS: LANGSNER NEIL
LANGSNER KATHRYN
REGION CODE ADDRESS : 260 W PASADENA ROAD
01 CITY : MILLERSVILLE
STATE/ZIP : MD 21108
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 355,657.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,362.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 75.00000
-----------------------------------------------------------------
0 0031827660 MORTGAGORS: MCMULLIN JACK
MCMULLIN CAROL
REGION CODE ADDRESS : 8 MACLYN ROAD
01 CITY : EXCELSIOR
STATE/ZIP : MN 55331
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,036.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,012.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 46.42800
-----------------------------------------------------------------
0 0031827702 MORTGAGORS: RAZEK ALY
REGION CODE ADDRESS : 1353 LEWINSVILLE MEWS COURT
01 CITY : MCLEAN
STATE/ZIP : VA 22102
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 642,073.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,025.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 62.24500
-----------------------------------------------------------------
0 0031827736 MORTGAGORS: DIXON WILLIAM
DIXON PAMELA
REGION CODE ADDRESS : 14016 DOUGLAS LANE ROAD
01 CITY : CENTERBURG
STATE/ZIP : OH 43011
MORTGAGE AMOUNT : 140,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 139,170.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,317.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 62.22200
-----------------------------------------------------------------
0 0031827751 MORTGAGORS: POPKE DAVID
POPKE LITA
REGION CODE ADDRESS : 37655 LAKE SHORE ROAD
01 CITY : BEAVER ISLAND
STATE/ZIP : MI 48782
MORTGAGE AMOUNT : 75,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 74,345.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 716.74 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 250
LTV : 57.69200
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,550,000.00
P & I AMT: 14,435.78
UPB AMT: 1,532,283.47
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 91
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031827777 MORTGAGORS: SPICUZZA JAMES
SPICUZZA AMY
REGION CODE ADDRESS : 708 N 23RD STREET
01 CITY : WILMINGTON
STATE/ZIP : NC 28401
MORTGAGE AMOUNT : 63,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 62,785.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 595.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 75.00000
-----------------------------------------------------------------
0 0031827785 MORTGAGORS: MCQUILLEN MICHEAL
MCQUILLEN POLLY
REGION CODE ADDRESS : 7925 HAWTHRONE ROAD
01 CITY : INDIANAPOLIS
STATE/ZIP : IN 46256
MORTGAGE AMOUNT : 106,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 105,023.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 975.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 80.00000
-----------------------------------------------------------------
0 0031827793 MORTGAGORS: HYSKA MICHAEL
LEITCHUH JOHN
REGION CODE ADDRESS : 5691 QUINCY STREET
01 CITY : MOUNDSVIEW
STATE/ZIP : MN 55112
MORTGAGE AMOUNT : 104,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 103,141.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,031.76 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 8.62500 PRODUCT CODE : 250
LTV : 78.19500
-----------------------------------------------------------------
0 0031827827 MORTGAGORS: VAN DIEST EARL
REGION CODE ADDRESS : 14702 TALMO DR NW
01 CITY : GIG HARBOR
STATE/ZIP : WA 98332
MORTGAGE AMOUNT : 133,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 129,099.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,232.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 70.00000
-----------------------------------------------------------------
0 0031827835 MORTGAGORS: RICE EARL
RICE MARTHA
REGION CODE ADDRESS : 219 DUCK ROAD
01 CITY : SOUTHERN SHORES
STATE/ZIP : NC 27949
MORTGAGE AMOUNT : 63,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 62,444.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 597.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 56.30000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 469,750.00
P & I AMT: 4,432.85
UPB AMT: 462,493.46
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 92
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031827843 MORTGAGORS: MACKEY JUDITH
REGION CODE ADDRESS : 8126 ARCHER LANE NORTH
01 CITY : MAPLE GROVE
STATE/ZIP : MN 55311
MORTGAGE AMOUNT : 146,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 138,595.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,368.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 39.59400
-----------------------------------------------------------------
0 0031827850 MORTGAGORS: EDELSTEIN THOMAS
REGION CODE ADDRESS : 542 FAIRVIEW AVENUE SOUTH
01 CITY : ST. PAUL
STATE/ZIP : MN 55116
MORTGAGE AMOUNT : 91,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 90,498.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 832.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 250
LTV : 79.95600
-----------------------------------------------------------------
0 0031827876 MORTGAGORS: RYG GARY
RYG PAULETTE
REGION CODE ADDRESS : 115 SOUTH RIVER ROAD
01 CITY : ALGONQUIN
STATE/ZIP : IL 60102
MORTGAGE AMOUNT : 60,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 59,296.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 582.09 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 8.25000 PRODUCT CODE : 250
LTV : 40.81600
-----------------------------------------------------------------
0 0031827934 MORTGAGORS: RUSHER RICHARD
RUSHER MARY
REGION CODE ADDRESS : 1709 OAKLY RD
01 CITY : CASTLE HAYNE
STATE/ZIP : NC 28429
MORTGAGE AMOUNT : 73,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 71,809.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 645.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 250
LTV : 56.15300
-----------------------------------------------------------------
0 0031827983 MORTGAGORS: SHEALS WILLIAM
REGION CODE ADDRESS : 3494 WOOD ACRES BLVD.
01 CITY : DULUTH
STATE/ZIP : GA 30096
MORTGAGE AMOUNT : 236,786.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,303.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,144.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.89200
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 608,236.00
P & I AMT: 5,574.39
UPB AMT: 595,503.83
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 93
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031828304 MORTGAGORS: SHEVLIN CHRISTOPHER
SHEVLIN BECKY
REGION CODE ADDRESS : 335 NORTH PRIMROSE AVENUE
01 CITY : MONROVIA
STATE/ZIP : CA 91016
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,831.10 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 75.23100
-----------------------------------------------------------------
0 0031828817 MORTGAGORS: MILLER KENNETH
TAYLOR KATHLEEN
REGION CODE ADDRESS : 939 SHATTUCK AVENUE,
01 CITY : BERKELEY,
STATE/ZIP : CA 94707
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,945.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,787.54 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 68.81700
-----------------------------------------------------------------
0 0031829765 MORTGAGORS: KOLAKOWSKI THOMAS
GRUSKA-KOLAKOWSKI CHRISTINE
REGION CODE ADDRESS : 12827 ROLSTON DR
01 CITY : PLYMOUTH
STATE/ZIP : MI 48170
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 421,082.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,909.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 65.38461
-----------------------------------------------------------------
0 0031829823 MORTGAGORS: ABBOTT WILLIAM
ABBOTT KAREN
REGION CODE ADDRESS : 6033 CARRIAGE HILL
01 CITY : JACKSON
STATE/ZIP : MI 49201
MORTGAGE AMOUNT : 378,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 373,784.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,459.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 77.65300
-----------------------------------------------------------------
0 0031829831 MORTGAGORS: FULTON WILLIAM
FULTON HEUNGBOC
REGION CODE ADDRESS : 1719 HERMITAGE
01 CITY : ANN ARBOR
STATE/ZIP : MI 48104
MORTGAGE AMOUNT : 464,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 461,126.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,235.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.86230
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,912,950.00
P & I AMT: 17,223.28
UPB AMT: 1,899,939.53
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 94
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031831084 MORTGAGORS: DENTON SCOTT
DENTON DEBORAH
REGION CODE ADDRESS : 5141 WEST KNOLL DRIVE
01 CITY : YORBA LINDA
STATE/ZIP : CA 92886
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,388.14 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031831134 MORTGAGORS: CHOY KENNETH
CHOY YAU-FUN
REGION CODE ADDRESS : 6961 CALABAZAS CREEK CIRCLE
01 CITY : SAN JOSE
STATE/ZIP : CA 95129
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,586.38 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 36.25000
-----------------------------------------------------------------
0 0031831746 MORTGAGORS: WERNER PAUL
WERNER PATRICIA
REGION CODE ADDRESS : 4585 N HEWITTS POINT RD
01 CITY : OCONOMOWOC
STATE/ZIP : WI 53066
MORTGAGE AMOUNT : 303,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 302,033.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,702.32 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 28.85700
-----------------------------------------------------------------
0 0031831779 MORTGAGORS: KOOPMAN RALPH
KOOPMAN KATHY
REGION CODE ADDRESS : 2748 HIGHWAY 17
01 CITY : PHELPS
STATE/ZIP : WI 54554
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,100.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,561.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.66800
-----------------------------------------------------------------
0 0031831985 MORTGAGORS: HOANG REX
NGUYEN MAI
REGION CODE ADDRESS : 3107 WHITE DAISY PLACE
01 CITY : FAIRFAX
STATE/ZIP : VA 22031
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,182.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,660.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,446,000.00
P & I AMT: 12,899.04
UPB AMT: 1,441,316.49
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 95
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031832017 MORTGAGORS: BHATTI HARKISHAN
BHATTI HARKEWAL
REGION CODE ADDRESS : 8202 W PARK AVENUE
01 CITY : NILES
STATE/ZIP : IL 60714
MORTGAGE AMOUNT : 358,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 355,096.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,297.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 80.00000
-----------------------------------------------------------------
0 0031832108 MORTGAGORS: LAI KWO-LONG
LAI LIU
REGION CODE ADDRESS : 12819 DWIGHT STREET
01 CITY : HERNDON
STATE/ZIP : VA 20171
MORTGAGE AMOUNT : 311,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,010.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,773.67 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.97181
-----------------------------------------------------------------
0 0031832132 MORTGAGORS: ARCHER JON
REGION CODE ADDRESS : 6820 OUTLAND DRIVE
01 CITY : PLANO
STATE/ZIP : TX 75023
MORTGAGE AMOUNT : 87,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 86,846.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 776.07 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 73.08300
-----------------------------------------------------------------
0 0031832165 MORTGAGORS: SINGH SPOONY
SUNDHER CHANCHIL
REGION CODE ADDRESS : 21881 CASTLEWOOD DRIVE
01 CITY : MALIBU
STATE/ZIP : CA 90265
MORTGAGE AMOUNT : 520,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 516,744.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,710.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 47.27272
-----------------------------------------------------------------
0 0031832199 MORTGAGORS: HYLTON CATHLEEN
HYLTON KEVIN
REGION CODE ADDRESS : 1336 BROADMOOR DRIVE EAST
01 CITY : SEATTLE
STATE/ZIP : WA 98112
MORTGAGE AMOUNT : 570,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 564,631.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,163.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 38.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,847,100.00
P & I AMT: 16,720.31
UPB AMT: 1,832,330.61
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 96
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031832223 MORTGAGORS: MCGROARTY PATRICK
MCGROARTY EUGENIA
REGION CODE ADDRESS : 9405 RAVINA COURT
01 CITY : FAIRFAX STATION
STATE/ZIP : VA 22039
MORTGAGE AMOUNT : 260,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,932.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,324.17 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 72.38800
-----------------------------------------------------------------
0 0031832249 MORTGAGORS: SIMON MICHAEL
HIROSE LORIE
REGION CODE ADDRESS : 16623 WEST ARCHER AVENUE
01 CITY : GOLDEN
STATE/ZIP : CO 80401
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,952.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,353.86 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 67.51200
-----------------------------------------------------------------
0 0031832256 MORTGAGORS: WU ROBERT
WU ALICE
REGION CODE ADDRESS : 7905 TURNCREST DRIVE
01 CITY : POTOMAC
STATE/ZIP : MD 20854
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,333.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,995.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 63.25500
-----------------------------------------------------------------
0 0031832264 MORTGAGORS: MINICK WILLIAM
TONN MELISSA
REGION CODE ADDRESS : 3524 MILTON AVENUE
01 CITY : UNIVERSITY PARK
STATE/ZIP : TX 75205
MORTGAGE AMOUNT : 411,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 408,509.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,810.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 67.93388
-----------------------------------------------------------------
0 0031832298 MORTGAGORS: CAMILLERI BRUCE
JOHNSON JENNIFER
REGION CODE ADDRESS : 5827 NORTH SHORE DRIVE
01 CITY : WHITEFISH BAY
STATE/ZIP : WI 53217
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,291.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,426.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.77000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,479,600.00
P & I AMT: 13,910.62
UPB AMT: 1,469,020.46
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 97
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031832306 MORTGAGORS: BAKER GLENNA
REGION CODE ADDRESS : 18306 PAMELA WAY
01 CITY : SPRING
STATE/ZIP : TX 77379
MORTGAGE AMOUNT : 280,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,835.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,483.50 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 78.39300
-----------------------------------------------------------------
0 0031832330 MORTGAGORS: ERAL ROGER
ERAL MARGARET
REGION CODE ADDRESS : 18692 ERIN BAY
01 CITY : EDEN PRAIRIE
STATE/ZIP : MN 55347
MORTGAGE AMOUNT : 314,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,976.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,756.91 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 57.09000
-----------------------------------------------------------------
0 0031832348 MORTGAGORS: KASEMODEL MARGARET
KASEMODEL LYNN
REGION CODE ADDRESS : 6609 YOUNG CIRCLE
01 CITY : PANORA
STATE/ZIP : IA 50216
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,330.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,160.63 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 79.36500
-----------------------------------------------------------------
0 0031832355 MORTGAGORS: WILSON STEVEN
WILSON DIANA
REGION CODE ADDRESS : 3015 HIGHWAY 276 WEST
01 CITY : QUINLAN
STATE/ZIP : TX 75474
MORTGAGE AMOUNT : 132,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 131,173.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,195.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031832371 MORTGAGORS: WHALEN KEVIN
WHALEN WENDY
REGION CODE ADDRESS : 3423 OAKLAND DRIVE
01 CITY : SUGAR LAND
STATE/ZIP : TX 77479
MORTGAGE AMOUNT : 623,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 619,958.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,564.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.63000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,600,600.00
P & I AMT: 14,161.47
UPB AMT: 1,591,274.64
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 98
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031832538 MORTGAGORS: JULKA NARESH
JULKA KAMLESH
REGION CODE ADDRESS : 98 LIVERY COURT
01 CITY : OAKBROOK
STATE/ZIP : IL 60523
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 447,152.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,044.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 36.00000
-----------------------------------------------------------------
0 0031833163 MORTGAGORS: MACMILLAN SCOTT
MACMILLAN PATRICIA
REGION CODE ADDRESS : 58 MEADOW RIDGE
01 CITY : WOODLANDS
STATE/ZIP : TX 77381
MORTGAGE AMOUNT : 256,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,005.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,269.79 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 90.00000
-----------------------------------------------------------------
0 0031833171 MORTGAGORS: NA PAUL
NA HEUNGIN
REGION CODE ADDRESS : 2281 33RD AVE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94116
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,336.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,318.83 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 53.60824
-----------------------------------------------------------------
0 0031833189 MORTGAGORS: NIELSEN ROBERT
NIELSEN VIRGINIA
REGION CODE ADDRESS : 939 WREN DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,434.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,264.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.42253
-----------------------------------------------------------------
0 0031833213 MORTGAGORS: MYERS MICHAEL
MYERS DONNA
REGION CODE ADDRESS : 6492 PFEIFFER RANCH ROAD
01 CITY : SAN JOSE
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 397,468.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,595.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 60.60600
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,616,500.00
P & I AMT: 14,493.25
UPB AMT: 1,605,397.71
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 99
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031833304 MORTGAGORS: DI SABATINO FRANK
REGION CODE ADDRESS : 4256 LOBOS ROAD
01 CITY : WOODLAND HILLS
STATE/ZIP : CA 91364
MORTGAGE AMOUNT : 303,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 302,063.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,765.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 78.70129
-----------------------------------------------------------------
0 0031833528 MORTGAGORS: FURFARO MICHAEL
REGION CODE ADDRESS : 18820 MISTY LAKE DRIVE
01 CITY : JUPITER
STATE/ZIP : FL 33458
MORTGAGE AMOUNT : 168,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 167,312.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,576.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 75.00000
-----------------------------------------------------------------
0 0031833536 MORTGAGORS: PELHAM DONALD
PELHAM SHAWYN
REGION CODE ADDRESS : 5214 RIDGEWOOD REEF
01 CITY : HOUSTON
STATE/ZIP : TX 77041
MORTGAGE AMOUNT : 345,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 343,289.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,081.36 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 76.77700
-----------------------------------------------------------------
0 0031833551 MORTGAGORS: SCHMIDT WILLARD
SCHMIDT VERONICA
REGION CODE ADDRESS : 958 FAIRWAY PARK DRIVE
01 CITY : INCLINE VILLAGE
STATE/ZIP : NV 89450
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,430.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,229.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031833569 MORTGAGORS: KHARRAT MAHMOUD
REGION CODE ADDRESS : 5709 WHITECLIFF
01 CITY : PLANO
STATE/ZIP : TX 75093
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 645,796.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,751.92 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 65.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,715,250.00
P & I AMT: 15,404.70
UPB AMT: 1,704,892.56
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 100
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031833858 MORTGAGORS: WELKE MARK
WELKE LYNNE
REGION CODE ADDRESS : 1119 MERIDITH AVENUE
01 CITY : SAN JOSE
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,738.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,595.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 52.98000
-----------------------------------------------------------------
0 0031835044 MORTGAGORS: BRADLEY H.
REGION CODE ADDRESS : 6508 EAST SMOKEY AVENUE
01 CITY : ORANGE
STATE/ZIP : CA 92867
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,548.54 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 64.00000
-----------------------------------------------------------------
0 0031835770 MORTGAGORS: BRONSTON PAUL
REGION CODE ADDRESS : 1 JIB STREET UNIT 202
01 CITY : MARINA DEL REY
STATE/ZIP : CA 90292
MORTGAGE AMOUNT : 504,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 502,392.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,494.95 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.66666
-----------------------------------------------------------------
0 0031836075 MORTGAGORS: TANNO DAVID
TANNO MELISSA
REGION CODE ADDRESS : 915 CAMBRIDGE ROAD
01 CITY : CLEVELAND HEIGHTS
STATE/ZIP : OH 44121
MORTGAGE AMOUNT : 86,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 85,215.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 797.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 89.58300
-----------------------------------------------------------------
0 0031836083 MORTGAGORS: GALANIF KENNETH
GALANIF LINDA
REGION CODE ADDRESS : 341 HIGHLAND AVENUE
01 CITY : SOUTH PORTLAND
STATE/ZIP : ME 04106
MORTGAGE AMOUNT : 139,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 137,484.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,280.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 80.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,417,200.00
P & I AMT: 12,716.58
UPB AMT: 1,411,830.58
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 101
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031836109 MORTGAGORS: BECKEL JEROME
BECKEL MARY JO
REGION CODE ADDRESS : 12603 HUNTERS CHASE
01 CITY : SAN ANTONIO
STATE/ZIP : TX 78230
MORTGAGE AMOUNT : 389,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 386,782.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,444.96 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.44800
-----------------------------------------------------------------
0 0031836281 MORTGAGORS: AHRENHOLZ DAVID
AHRENHOLZ JEANNE
REGION CODE ADDRESS : 9255 HENNEPIN COUNTY ROAD 6
01 CITY : MAPLE PLAIN
STATE/ZIP : MN 55359
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,025.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,804.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 39.00000
-----------------------------------------------------------------
0 0031838014 MORTGAGORS: BASTABLE EDWIN
BASTABLE DEBORAH
REGION CODE ADDRESS : 1311 WESTHILLS LANE
01 CITY : RESTON
STATE/ZIP : VA 20190
MORTGAGE AMOUNT : 197,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 195,793.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,812.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 65.66600
-----------------------------------------------------------------
0 0031838048 MORTGAGORS: HEDVAT RAFI
HEDVAT MANIJEH
REGION CODE ADDRESS : 8216 NESTLE AVENUE
01 CITY : RESEDA
STATE/ZIP : CA 91335
MORTGAGE AMOUNT : 97,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 96,437.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 926.98 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 66.43800
-----------------------------------------------------------------
0 0031838063 MORTGAGORS: CHAMBLESS JACKIE
CHAMBLESS MARIAN
REGION CODE ADDRESS : 501 EAST 3RD STREET
01 CITY : CALUMET
STATE/ZIP : OK 73014
MORTGAGE AMOUNT : 52,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 51,386.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 496.94 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,047,300.00
P & I AMT: 9,485.47
UPB AMT: 1,040,425.66
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 102
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031838071 MORTGAGORS: NEUWIRTH MARVIN
NEUWIRTH SARAH
REGION CODE ADDRESS : 5006 CARLTON PLACE #18
01 CITY : WILMINGTON
STATE/ZIP : NC 28403
MORTGAGE AMOUNT : 121,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 120,689.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,129.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.98700
-----------------------------------------------------------------
0 0031838105 MORTGAGORS: CAMILLETTI DARRELL
CAMILLETTI CAROL
REGION CODE ADDRESS : 908 RIDGE ROAD
01 CITY : CRAIG
STATE/ZIP : CO 81625
MORTGAGE AMOUNT : 125,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 124,267.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,185.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 53.19100
-----------------------------------------------------------------
0 0031838121 MORTGAGORS: VECHERY HENRY
REGION CODE ADDRESS : 6208 CLEARWOOD ROAD
01 CITY : BETHESDA
STATE/ZIP : MD 20817
MORTGAGE AMOUNT : 286,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,859.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,635.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 58.46900
-----------------------------------------------------------------
0 0031838139 MORTGAGORS: LY VONG
LUU CHAU
REGION CODE ADDRESS : 733 SOUTH GALENA STREET
01 CITY : DENVER
STATE/ZIP : CO 80231
MORTGAGE AMOUNT : 110,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 109,326.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,011.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 48.88800
-----------------------------------------------------------------
0 0031838154 MORTGAGORS: SMOGER ILENE
REGION CODE ADDRESS : 3649,3651,3653 & 3655 RICKSHAW DRIV
01 CITY : DALLAS
STATE/ZIP : TX 75229
MORTGAGE AMOUNT : 137,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 136,385.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,305.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 80.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 780,900.00
P & I AMT: 7,267.23
UPB AMT: 774,528.13
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 103
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031838196 MORTGAGORS: KOBORSI ABDALLAH
KOBORSI LANA
REGION CODE ADDRESS : 8920 MERION DRIVE
01 CITY : ORLAND PARK
STATE/ZIP : IL 60462
MORTGAGE AMOUNT : 151,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 149,932.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,389.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 66.22800
-----------------------------------------------------------------
0 0031838220 MORTGAGORS: PRATT DONALD
PRATT CORI
REGION CODE ADDRESS : 132 LAKE TERRACE DRIVE
01 CITY : MABANK
STATE/ZIP : TX 75147
MORTGAGE AMOUNT : 134,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 132,764.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,232.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 89.33300
-----------------------------------------------------------------
0 0031838246 MORTGAGORS: BORLAUG MARSHALL
BORLAUG AMY
REGION CODE ADDRESS : 400 LIGHTSEY ROAD
01 CITY : AUSTIN
STATE/ZIP : TX 78704
MORTGAGE AMOUNT : 57,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 57,247.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 529.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 80.00000
-----------------------------------------------------------------
0 0031838329 MORTGAGORS: PETTY RONALD
PETTY ALISA
REGION CODE ADDRESS : 2 CROWNHILL LANE
01 CITY : CLARKSON VALLEY
STATE/ZIP : MO 63005
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,074.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,313.70 OUTSIDE CONV DATE :
LIFETIME RATE : 6.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.12500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031838410 MORTGAGORS: VONRIVENBURGH GARY
VONRIVENBURGH RACHEL
REGION CODE ADDRESS : 7732 UTE HIGHWAY
01 CITY : LONGMONT
STATE/ZIP : CO 80503
MORTGAGE AMOUNT : 184,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 184,048.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,724.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 64.77100
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 799,200.00
P & I AMT: 7,189.76
UPB AMT: 795,067.83
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 104
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031838451 MORTGAGORS: CASTRO LINDA
CASTRO MIKE
REGION CODE ADDRESS : 10834 DORLAND STREET
01 CITY : WHITTIER
STATE/ZIP : CA 90606
MORTGAGE AMOUNT : 138,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 137,181.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,298.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 78.85700
-----------------------------------------------------------------
0 0031838543 MORTGAGORS: QIU MATHEW
WONG KANNY
REGION CODE ADDRESS : 571 DARIEN WAY
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94127
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,996.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,898.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 49.23100
-----------------------------------------------------------------
0 0031838576 MORTGAGORS: PAYNE STEVEN
PAYNE MICHELE
REGION CODE ADDRESS : 7384 AWSLEY LANE
01 CITY : THE PLAINS
STATE/ZIP : VA 20198
MORTGAGE AMOUNT : 284,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,466.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,560.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 94.98900
-----------------------------------------------------------------
0 0031838600 MORTGAGORS: GROSS STEVEN
GROSS ROXANNE
REGION CODE ADDRESS : 1309 80TH STREET UNIT A & B
01 CITY : LUBBOCK
STATE/ZIP : TX 79423
MORTGAGE AMOUNT : 89,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 88,715.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 833.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 85.00000
-----------------------------------------------------------------
0 0031838659 MORTGAGORS: LAU FELIX
LAU PAULA
REGION CODE ADDRESS : 60 CRESTRIDGE COURT
01 CITY : DANVILLE
STATE/ZIP : CA 94506
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,114.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,667.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 44.34250
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,122,100.00
P & I AMT: 10,259.43
UPB AMT: 1,111,474.58
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 105
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031838691 MORTGAGORS: GILLUM MARLIS
REGION CODE ADDRESS : 18316 HATTERAS STREET #36
01 CITY : (TARZANA) LOS ANGELES
STATE/ZIP : CA 91356
MORTGAGE AMOUNT : 68,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 67,373.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 625.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031838816 MORTGAGORS: MILAZZO FRANCES
REGION CODE ADDRESS : 18773 WEST MEADOE GRASS DRIVE
01 CITY : LAKE VILLA
STATE/ZIP : IL 60046
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,470.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,354.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 78.75000
-----------------------------------------------------------------
0 0031838832 MORTGAGORS: NUSS WILLIAM
NUSS LORI
REGION CODE ADDRESS : 2645 ROCHELLE PLACE
01 CITY : SIMI VALLEY
STATE/ZIP : CA 93063
MORTGAGE AMOUNT : 218,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 216,664.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,005.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 77.85714
-----------------------------------------------------------------
0 0031838865 MORTGAGORS: DONOHO KRISTINE
REGION CODE ADDRESS : 4573 D ALAMO STREET
01 CITY : SIMI VALLEY
STATE/ZIP : CA 93063
MORTGAGE AMOUNT : 52,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 52,185.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 490.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 70.00000
-----------------------------------------------------------------
0 0031839012 MORTGAGORS: MASCHINO PEGGY
REGION CODE ADDRESS : 133 NE 61ST STREET
01 CITY : SEATTLE
STATE/ZIP : WA 98115
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,523.61 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 882,500.00
P & I AMT: 7,999.02
UPB AMT: 875,693.89
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 106
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031839848 MORTGAGORS: LODATO L. JOSEPH
ODEEN-LODATO PAMELA
REGION CODE ADDRESS : 955 CONCORD ROAD
01 CITY : SUDBURY
STATE/ZIP : MA 01776
MORTGAGE AMOUNT : 287,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,539.70 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 52.18181
-----------------------------------------------------------------
0 0031840143 MORTGAGORS: WILSON ALLAN
WILSON AILEEN
REGION CODE ADDRESS : 1108 CALLE ELAJNA
01 CITY : THOUSAND OAKS AREA
STATE/ZIP : CA 91360
MORTGAGE AMOUNT : 380,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 380,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,473.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 69.18100
-----------------------------------------------------------------
0 0031840432 MORTGAGORS: HAYASHI STEVEN
HAYASHI MARIA
REGION CODE ADDRESS : 7144 MARTWOOD WAY
01 CITY : SAN JOSE
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 249,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,203.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 60.00000
-----------------------------------------------------------------
0 0031840788 MORTGAGORS: KELLY WILLIAM
KELLY KAREN
REGION CODE ADDRESS : 4504 SUNNYSIDE ROAD
01 CITY : EDINA
STATE/ZIP : MN 55424
MORTGAGE AMOUNT : 390,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 388,728.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,424.18 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 53.79300
-----------------------------------------------------------------
0 0031842636 MORTGAGORS: ICLISOY ARTHUR
ICLISOY JESSICA
REGION CODE ADDRESS : 217 SOUTH LINDEN DRIVE
01 CITY : BEVERLY HILLS
STATE/ZIP : CA 90212
MORTGAGE AMOUNT : 474,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 472,488.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,227.39 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 69.70500
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,780,500.00
P & I AMT: 15,868.14
UPB AMT: 1,777,717.19
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 107
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031842693 MORTGAGORS: GILAD ALEC
GILAD DRORA
REGION CODE ADDRESS : 200 NORTH SWALL DRIVE, NO.PH53
01 CITY : BEVERLY HILLS
STATE/ZIP : CA 90211
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 400,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,539.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031842701 MORTGAGORS: MCMANUS PHILIP
MCMANUS AGNES
REGION CODE ADDRESS : 261 AND 263 SAN JOAQUIN STREET
01 CITY : LAGUNA BEACH
STATE/ZIP : CA 92651
MORTGAGE AMOUNT : 325,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 322,169.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,901.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 250
LTV : 65.06000
-----------------------------------------------------------------
0 0031843212 MORTGAGORS: BRAYMER JOHN
BRAYMER META
REGION CODE ADDRESS : 202 E. OXFORD CIR.
01 CITY : RICHMOND
STATE/ZIP : VA 23221
MORTGAGE AMOUNT : 345,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 343,899.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,076.90 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.67667
-----------------------------------------------------------------
0 0031846157 MORTGAGORS: PRUBAN JOHN
PRUBAN CHRISTINE
REGION CODE ADDRESS : 412 SOUTH BRISTOL LANE
01 CITY : ARLINGTON HEIGHTS
STATE/ZIP : IL 60005
MORTGAGE AMOUNT : 390,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 387,531.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,505.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
-----------------------------------------------------------------
0 0031846330 MORTGAGORS: GINSBERG ERIC
ROBERTS ERICA
REGION CODE ADDRESS : 2034 POPLAR AVENUE
01 CITY : REDWOOD CITY
STATE/ZIP : CA 94061
MORTGAGE AMOUNT : 345,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,981.66 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 59.48200
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,805,300.00
P & I AMT: 16,004.83
UPB AMT: 1,798,601.25
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 108
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031846751 MORTGAGORS: LAM DAVID
NGUYEN PHUONG
REGION CODE ADDRESS : 5334 LIWAI STREET
01 CITY : HONOLULU
STATE/ZIP : HI 96821
MORTGAGE AMOUNT : 254,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,143.40 OUTSIDE CONV DATE :
LIFETIME RATE : 6.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.00000 PRODUCT CODE : 250
LTV : 76.96969
-----------------------------------------------------------------
0 0031847619 MORTGAGORS: CONERLY JAMES
CONERLY ROBIN
REGION CODE ADDRESS : 1221 SOUTH SIERRA BONITA AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90019
MORTGAGE AMOUNT : 338,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 334,712.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,990.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 73.47800
-----------------------------------------------------------------
0 0031847635 MORTGAGORS: HUPP SCOTT
HUPP CECILIA
REGION CODE ADDRESS : 1439 STRATTFORD STREET,
01 CITY : BREA,
STATE/ZIP : CA 92821
MORTGAGE AMOUNT : 247,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,177.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,134.70 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 69.57746
-----------------------------------------------------------------
0 0031847734 MORTGAGORS: NICOLAISEN GARY
NICOLAISEN LEIGH
REGION CODE ADDRESS : 39 GARNER DRIVE,
01 CITY : NOVATO,
STATE/ZIP : CA 94947
MORTGAGE AMOUNT : 260,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,112.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,418.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 47.00900
-----------------------------------------------------------------
0 0031847775 MORTGAGORS: MEHTA JAGAT
MEHTA CHANDRAKALA
REGION CODE ADDRESS : 8561 LINKS ROAD
01 CITY : BUENA PARK
STATE/ZIP : CA 90621
MORTGAGE AMOUNT : 283,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,135.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,603.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 78.83008
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,382,900.00
P & I AMT: 12,291.05
UPB AMT: 1,377,137.79
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 109
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031848567 MORTGAGORS: MAYCLIN BRUCE
MAYCLIN AGOSTINA
REGION CODE ADDRESS : 1043 EL CABALLO DRIVE
01 CITY : ARCADIA
STATE/ZIP : CA 91006
MORTGAGE AMOUNT : 401,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 401,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,520.76 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 74.95327
-----------------------------------------------------------------
0 0031849623 MORTGAGORS: SCOTT STEVEN
SCOTT KIMBERLY
REGION CODE ADDRESS : 124 SOUTH IRENA AVENUE B
01 CITY : REDONDO BEACH
STATE/ZIP : CA 90277
MORTGAGE AMOUNT : 293,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,584.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,658.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 62.44680
-----------------------------------------------------------------
0 0031850605 MORTGAGORS: BECKWITH STEVEN
MCCORMICK SUSAN
REGION CODE ADDRESS : 10 RUXTON HILL ROAD
01 CITY : RUXTON
STATE/ZIP : MD 21204
MORTGAGE AMOUNT : 348,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 343,663.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,176.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031850613 MORTGAGORS: CAZAUBON PHILIPPE
CAZAUBON TARA
REGION CODE ADDRESS : 20579 BROADNAX PLACE
01 CITY : ASHBURN
STATE/ZIP : VA 20147
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,447.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,595.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031851082 MORTGAGORS: BUTLER MICHEAL
BUTLER ANNE
REGION CODE ADDRESS : 10828 FELLOWS CREEK
01 CITY : PLYMOUTH
STATE/ZIP : MI 48170
MORTGAGE AMOUNT : 348,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,700.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,031.45 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,670,500.00
P & I AMT: 14,983.24
UPB AMT: 1,660,395.51
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 110
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031852809 MORTGAGORS: TAKAHASHI TERUO
TAKAHASHI AYAKO
REGION CODE ADDRESS : 1410 MARLBOROUGH ROAD
01 CITY : HILLSBOROUGH
STATE/ZIP : CA 94010
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 498,405.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,459.27 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 56.62514
-----------------------------------------------------------------
0 0031854771 MORTGAGORS: YU WILFRED
YU IVY
REGION CODE ADDRESS : 212 TRAMINER COURT
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 324,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 323,487.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,939.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 38.63000
-----------------------------------------------------------------
0 0031854953 MORTGAGORS: D'SOUZA LANCY
D'SOUZA ASHA
REGION CODE ADDRESS : 1653 CALLE ROCHELLE
01 CITY : THOUSAND OAKS
STATE/ZIP : CA 91360
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,071.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,548.54 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031855083 MORTGAGORS: LIN MAO-TSE
LIN SHU-CHING
REGION CODE ADDRESS : 2635 EL DORADO
01 CITY : TUSTIN
STATE/ZIP : CA 92782
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,032.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,808.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 60.78400
-----------------------------------------------------------------
0 0031855117 MORTGAGORS: WONG LAURENCE
WONG MARGARET
REGION CODE ADDRESS : 13149 WINSTANLEY WAY
01 CITY : SAN DIEGO
STATE/ZIP : CA 92130
MORTGAGE AMOUNT : 317,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 316,343.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,743.14 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 57.05100
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,739,900.00
P & I AMT: 15,498.46
UPB AMT: 1,734,339.65
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 111
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031855125 MORTGAGORS: FARAHMAND DARYOUSH
FARAHMAND ELIZABETH
REGION CODE ADDRESS : 1825 LOMA VISTA DRIVE
01 CITY : BEVERLY HILLS
STATE/ZIP : CA 90210
MORTGAGE AMOUNT : 545,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 543,280.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,898.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 62.28500
-----------------------------------------------------------------
0 0031855141 MORTGAGORS: COLLINS TEDDY
COLLINS BETTY
REGION CODE ADDRESS : 10 ALTIMIRA
01 CITY : COTO DE CAZA
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,148.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,336.17 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 61.39500
-----------------------------------------------------------------
0 0031855166 MORTGAGORS: DOMINGUEZ ABEL
DOMINGUEZ DAYRA
REGION CODE ADDRESS : 6011 VISTA DE LA MESA
01 CITY : SAN DIEGO
STATE/ZIP : CA 92037
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 438,641.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,016.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 36.66600
-----------------------------------------------------------------
0 0031855174 MORTGAGORS: CHEN BIINJ-JAW
CHEN SUHCHING
REGION CODE ADDRESS : 13031 ITAPETINGA LANE
01 CITY : CERRITOS
STATE/ZIP : CA 90703
MORTGAGE AMOUNT : 335,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 333,943.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,011.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 71.27600
-----------------------------------------------------------------
0 0031855190 MORTGAGORS: CLARK WILLIAM
CLARK AMY
REGION CODE ADDRESS : 1456 SILVIUS AVENUE
01 CITY : SAN PEDRO
STATE/ZIP : CA 90731
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,714.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,281.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,832,000.00
P & I AMT: 16,543.88
UPB AMT: 1,824,728.48
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 112
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031855208 MORTGAGORS: STERN ANDREW
LEVY NORMA
REGION CODE ADDRESS : 6561 DUME DRIVE
01 CITY : MALIBU
STATE/ZIP : CA 90265
MORTGAGE AMOUNT : 593,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 591,129.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,330.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 68.16000
-----------------------------------------------------------------
0 0031855224 MORTGAGORS: SHEN YA-HU
SHEN HSIU-MEI
REGION CODE ADDRESS : 44173 OWL PLACE
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 345,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 343,923.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,125.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 47.91600
-----------------------------------------------------------------
0 0031855232 MORTGAGORS: LUI GREGORY
SHO MARIA
REGION CODE ADDRESS : 1579 CLEO SPRINGS DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95131
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,227.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,202.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 58.33300
-----------------------------------------------------------------
0 0031855240 MORTGAGORS: LAXPATI JATIN
LAXPATI SHAILA
REGION CODE ADDRESS : 1900 PACIFIC COAST HWY UNIT 24,
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92648
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,073.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,738.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 60.00000
-----------------------------------------------------------------
0 0031855257 MORTGAGORS: ABRISHAMI RAY
ABRISHAMI AURORA
REGION CODE ADDRESS : 40 MAYNARD WAY
01 CITY : LOS ALTOS
STATE/ZIP : CA 94022
MORTGAGE AMOUNT : 576,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 574,142.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,097.08 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 46.08000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,059,000.00
P & I AMT: 18,492.98
UPB AMT: 2,052,496.30
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 113
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031855489 MORTGAGORS: LO TOMMY
REGION CODE ADDRESS : 41 CRESTVIEW COURT
01 CITY : DUARTE
STATE/ZIP : CA 91010
MORTGAGE AMOUNT : 183,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 183,188.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,690.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 75.00000
-----------------------------------------------------------------
0 0031856404 MORTGAGORS: O'DONNELL MICHAEL
O'DONNELL CINDY
REGION CODE ADDRESS : 5336 OAK TREE COURT
01 CITY : BOULDER
STATE/ZIP : CO 80301
MORTGAGE AMOUNT : 294,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,082.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,663.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 77.36800
-----------------------------------------------------------------
0 0031856677 MORTGAGORS: MILLEN STEVEN
MILLEN CAROL
REGION CODE ADDRESS : 800 NORTH LAKE ROAD,
01 CITY : OCONOMOWOC,
STATE/ZIP : WI 53066
MORTGAGE AMOUNT : 592,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 590,132.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,321.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 48.32600
-----------------------------------------------------------------
0 0031856685 MORTGAGORS: RUSK JAMES
RUSK SHANNON
REGION CODE ADDRESS : 4521 WOODLANE AVE SO
01 CITY : EDINA
STATE/ZIP : MN 55425
MORTGAGE AMOUNT : 406,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 404,676.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,564.66 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 60.14814
-----------------------------------------------------------------
0 0031857352 MORTGAGORS: PECHER GREGORY
PECHER KAREN
REGION CODE ADDRESS : 941 MONICA LANE
01 CITY : CAMPBELL
STATE/ZIP : CA 95008
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,094.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,626.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 72.86400
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,765,750.00
P & I AMT: 15,866.16
UPB AMT: 1,760,175.45
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 114
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031857428 MORTGAGORS: HALL SCOTT
CHURCH RHONDA
REGION CODE ADDRESS : 7028 EAST ROUNDUP WAY
01 CITY : ORANGE
STATE/ZIP : CA 92869
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,001.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,898.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 72.07200
-----------------------------------------------------------------
0 0031860760 MORTGAGORS: CALABRESE SAMUEL
CALABRESE SHELLY
REGION CODE ADDRESS : 1710 136TH PLACE SOUTHWEST
01 CITY : VASHON
STATE/ZIP : WA 98070
MORTGAGE AMOUNT : 128,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 128,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,097.51 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 77.57500
-----------------------------------------------------------------
0 0031860851 MORTGAGORS: SCHACK WILLIAM
REGION CODE ADDRESS : 4991 HARTFORD PLACE
01 CITY : LAKE OSWEGO
STATE/ZIP : OR 97035
MORTGAGE AMOUNT : 287,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,030.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,566.76 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.94400
-----------------------------------------------------------------
0 0031861099 MORTGAGORS: BLUME WALLACE
BLUME JUNE
REGION CODE ADDRESS : 4666 LEIGHTON LAKE DRIVE
01 CITY : WAYLAND
STATE/ZIP : MI 49348
MORTGAGE AMOUNT : 483,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 396,363.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,344.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 62.37419
-----------------------------------------------------------------
0 0031862709 MORTGAGORS: FURTADO MICHAEL
REGION CODE ADDRESS : 68 CHARLESTON LANE
01 CITY : COTO DE CAZA (AREA)
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,043.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,829.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 59.04762
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,529,200.00
P & I AMT: 13,737.74
UPB AMT: 1,437,438.64
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 115
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031862733 MORTGAGORS: YU RICAN
YU GRACE
REGION CODE ADDRESS : 32698 FOXGLOVE WAY
01 CITY : UNION CITY
STATE/ZIP : CA 94587
MORTGAGE AMOUNT : 368,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 367,036.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,207.86 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 79.98201
-----------------------------------------------------------------
0 0031862766 MORTGAGORS: YEH MING
REGION CODE ADDRESS : 1535 WEMBLEY ROAD
01 CITY : SAN MARINO
STATE/ZIP : CA 91108
MORTGAGE AMOUNT : 460,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 460,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,070.59 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 53.80100
-----------------------------------------------------------------
0 0031862915 MORTGAGORS: WILLEY BURTON
REGION CODE ADDRESS : 3 SYDNEY DRIVE
01 CITY : ESSEX JUNCTION
STATE/ZIP : VT 05452
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,365.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,194.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 75.75757
-----------------------------------------------------------------
0 0031865694 MORTGAGORS: TUCCIARONE ROY
TUCCIARONE BONNIE
REGION CODE ADDRESS : 52 CAMELOT DRIVE
01 CITY : FARMINGDALE
STATE/ZIP : NJ 07727
MORTGAGE AMOUNT : 200,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 199,341.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,742.22 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 61.53846
-----------------------------------------------------------------
0 0031865736 MORTGAGORS: CHAIKIN PHILIP
CHAIKIN MARY
REGION CODE ADDRESS : 121 WILSHIRE DRIVE
01 CITY : MONTGOMERY
STATE/ZIP : NJ 08502
MORTGAGE AMOUNT : 324,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 322,966.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,889.61 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 67.50000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,602,250.00
P & I AMT: 14,105.27
UPB AMT: 1,597,710.52
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 116
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031867328 MORTGAGORS: BAKHTIARI HAMID
ETEMADI PARICHEHR
REGION CODE ADDRESS : 33601 QUAIL RUN ROAD
01 CITY : FREMONT
STATE/ZIP : CA 94551
MORTGAGE AMOUNT : 326,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,993.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,975.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 58.73873
-----------------------------------------------------------------
0 0031867344 MORTGAGORS: TURNER ROY
TURNER DEBRA
REGION CODE ADDRESS : 4813 MIRROR LAKE DRIVE
01 CITY : POWDER SPRINGS
STATE/ZIP : GA 30127
MORTGAGE AMOUNT : 270,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,528.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,392.80 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031867625 MORTGAGORS: CONNER PATRICK
CONNER LYN
REGION CODE ADDRESS : 33 BRINDISI
01 CITY : LAGUNA NIGUEL
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,110.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,351.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 43.90244
-----------------------------------------------------------------
0 0031867641 MORTGAGORS: SORENSEN DAVID
SORENSEN VERLA
REGION CODE ADDRESS : 2726 E. WASATCH DR., #17
01 CITY : SALT LAKE CITY
STATE/ZIP : UT 84108
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,724.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,567.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 38.83495
-----------------------------------------------------------------
0 0031867674 MORTGAGORS: SOLTERO RICHARD
REGION CODE ADDRESS : 5700 PASO BONITO
01 CITY : PRESCOTT
STATE/ZIP : AZ 86301
MORTGAGE AMOUNT : 398,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 396,744.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,577.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 69.21700
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,664,400.00
P & I AMT: 14,865.49
UPB AMT: 1,659,100.93
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 117
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031867724 MORTGAGORS: MINARIK JAMES
MINARIK MEGAN
REGION CODE ADDRESS : 7 SKYLARK WAY #1
01 CITY : COTO-DE-CAZA
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 470,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 465,428.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,159.08 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 74.01500
-----------------------------------------------------------------
0 0031868698 MORTGAGORS: MCINTOSH DUNCAN
MCINTOSH TERESA
REGION CODE ADDRESS : 1000 KINGS ROAD
01 CITY : NEWPORT BEACH
STATE/ZIP : CA 92663
MORTGAGE AMOUNT : 455,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 455,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,026.34 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 65.00000
-----------------------------------------------------------------
0 0031868904 MORTGAGORS: BYLUND GARY
BYLUND JACALYN
REGION CODE ADDRESS : 12501 NE 36TH PLACE
01 CITY : BELLEVUE
STATE/ZIP : WA 98005
MORTGAGE AMOUNT : 545,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 528,687.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,898.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 60.55555
-----------------------------------------------------------------
0 0031869167 MORTGAGORS: PETERS WERNER
REGION CODE ADDRESS : 12301 138TH AVENUE EAST
01 CITY : PUYALLUP
STATE/ZIP : WA 98374
MORTGAGE AMOUNT : 304,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,168.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,732.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031870702 MORTGAGORS: VOLLENHALS ROBERT
VOLLENHALS FRANCES
REGION CODE ADDRESS : 24682 MONTE ROYALE STREET
01 CITY : LAGUNA HILLS
STATE/ZIP : CA 92653
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,104.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,552.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.75670
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,058,000.00
P & I AMT: 18,369.14
UPB AMT: 2,028,388.99
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 118
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031870736 MORTGAGORS: AGUILAR ARMANDO
REGION CODE ADDRESS : 819 CALLE LAGASCA
01 CITY : CHULA VISTA
STATE/ZIP : CA 91910
MORTGAGE AMOUNT : 267,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,668.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,330.65 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 78.69100
-----------------------------------------------------------------
0 0031870918 MORTGAGORS: YATZIV MICHAEL
YATZIV RIVKA
REGION CODE ADDRESS : 12474 WOODSIDE DR,
01 CITY : SARATOGA,
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 281,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,010.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,533.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 46.98300
-----------------------------------------------------------------
0 0031871924 MORTGAGORS: LOPRESTI JOSEPH
REGION CODE ADDRESS : 4915 EAST MERCER WAY
01 CITY : MERCER ISLAND
STATE/ZIP : WA 98040
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 351,909.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,235.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 77.41900
-----------------------------------------------------------------
0 0031871999 MORTGAGORS: HEINRICH WILLIAM
HEINRICH SUZANNE
REGION CODE ADDRESS : 6149 COUNTRY CLUB PARKWAY
01 CITY : SAN JOSE
STATE/ZIP : CA 95138
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,717.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 69.12400
-----------------------------------------------------------------
0 0031872005 MORTGAGORS: WANG DAVID
WANG SUSAN
REGION CODE ADDRESS : 2010 SOUTH 6TH AVENUE
01 CITY : ARCADIA
STATE/ZIP : CA 91006
MORTGAGE AMOUNT : 338,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,990.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 67.60000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,547,450.00
P & I AMT: 13,808.71
UPB AMT: 1,537,588.24
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 119
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0031872013 MORTGAGORS: DEFFENBACHER MARK
DEFFENBACHER JUDI
REGION CODE ADDRESS : 1901 SOUTH MINNEWAWA AVENUE
01 CITY : FRESNO
STATE/ZIP : CA 93727
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,765.68 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 75.00000
-----------------------------------------------------------------
0 0031872187 MORTGAGORS: HERNANDEZ R.
HERNANDEZ PATRICIA
REGION CODE ADDRESS : 16034 104TH AVENUE NORTHEAST
01 CITY : BOTHELL
STATE/ZIP : WA 98011
MORTGAGE AMOUNT : 290,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,863.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,611.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 77.46600
-----------------------------------------------------------------
0 0031875719 MORTGAGORS: MANESS STANLEY
MANESS RUTH
REGION CODE ADDRESS : 2311 MANTIS AVENUE
01 CITY : LOS ANGELES (SAN PEDRO AR
STATE/ZIP : CA 90732
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,433.50 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.71014
-----------------------------------------------------------------
0 0031875743 MORTGAGORS: HUNTER JOHN
HUNTER TONI
REGION CODE ADDRESS : 999 NORTH PACIFIC STREET #D31
01 CITY : OCEANSIDE
STATE/ZIP : CA 92054
MORTGAGE AMOUNT : 295,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,227.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,571.51 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 80.00000
-----------------------------------------------------------------
0 0031881147 MORTGAGORS: POWELL MICHAEL
POWELL JANE
REGION CODE ADDRESS : 1024 OCHO RIOS DRIVE
01 CITY : DANVILLE
STATE/ZIP : CA 94526
MORTGAGE AMOUNT : 313,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 313,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,813.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.89473
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,488,700.00
P & I AMT: 13,195.13
UPB AMT: 1,483,091.13
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 120
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0070121207 MORTGAGORS: GODIN SETH
GODIN HELENE
REGION CODE ADDRESS : 42 HOLLYWOOD DRIVE
01 CITY : HASTINGS ON
STATE/ZIP : NY 10706
MORTGAGE AMOUNT : 336,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 336,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,001.09 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 60.63063
-----------------------------------------------------------------
0 0070128525 MORTGAGORS: BERRY GEORGE
BERRY MARY
REGION CODE ADDRESS : 145 COLONIAL RIDGE DR
01 CITY : HADDONFIELD
STATE/ZIP : NJ 08033
MORTGAGE AMOUNT : 346,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 346,700.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,140.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 69.34000
-----------------------------------------------------------------
0 0070133384 MORTGAGORS: AMON SOLOMON
AMON MATILDA
REGION CODE ADDRESS : 2560 KEKAA DRIVE F201
01 CITY : LAHAINA
STATE/ZIP : HI 96761
MORTGAGE AMOUNT : 170,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 167,920.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,539.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 56.66667
-----------------------------------------------------------------
0 0070212543 MORTGAGORS: SOBOL MICHAEL
SOBOL ELIZABETH
REGION CODE ADDRESS : 79 MASON DRIVE
01 CITY : MANHASSET
STATE/ZIP : NY 11030
MORTGAGE AMOUNT : 255,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,198.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,317.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 30.09412
-----------------------------------------------------------------
0 0070264601 MORTGAGORS: STAMBLER BRUCE
STAMBLER NANCY
REGION CODE ADDRESS : 17603 SUNBURST STREET
01 CITY : NORTHRIDGE
STATE/ZIP : CA 91325
MORTGAGE AMOUNT : 320,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,449.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,902.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 88.52210
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,429,450.00
P & I AMT: 12,901.38
UPB AMT: 1,424,768.98
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 121
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0070292826 MORTGAGORS: MAHOWALD THOMAS
MAHOWALD MARY
REGION CODE ADDRESS : 1441 LAMETTI LANE
01 CITY : ARDEN HILLS
STATE/ZIP : MN 55112
MORTGAGE AMOUNT : 243,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,185.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 58.57831
-----------------------------------------------------------------
0 0070307483 MORTGAGORS: SIMMONS WALK JO ANN
WALKER KENNETH
REGION CODE ADDRESS : 10068 COPPER MOUNTAIN
01 CITY : RANCHO CUCA
STATE/ZIP : CA 91737
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,247.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.78947
-----------------------------------------------------------------
0 0070307574 MORTGAGORS: JOHANNSEN LAURA
JOHANNSEN RICHARD
REGION CODE ADDRESS : 15811 JIM COURT
01 CITY : JACKSONVILL
STATE/ZIP : FL 32218
MORTGAGE AMOUNT : 133,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 133,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,214.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 95.00000
-----------------------------------------------------------------
0 0070323035 MORTGAGORS: MURILLO JESUS
MEZA ARCELIDA
REGION CODE ADDRESS : 4997 EAST HEATON AVENUE
01 CITY : FRESNO
STATE/ZIP : CA 93727
MORTGAGE AMOUNT : 82,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 82,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 737.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 84.63918
-----------------------------------------------------------------
0 0070324066 MORTGAGORS: FERNANDEZ GERARDUS
FERNANDEZ HONG
REGION CODE ADDRESS : 4239 SAN RAMON DRIVE
01 CITY : CORONA
STATE/ZIP : CA 91720
MORTGAGE AMOUNT : 257,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,700.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,334.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 82.59615
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 965,900.00
P & I AMT: 8,718.50
UPB AMT: 965,900.00
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 122
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0070325774 MORTGAGORS: KAYE ALAN
KAYE JULIANA
REGION CODE ADDRESS : 65 VIA HERMOSA
01 CITY : LARKSPUR
STATE/ZIP : CA 94939
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,094.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,626.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 39.45578
-----------------------------------------------------------------
0 0070325931 MORTGAGORS: LO WAYNE
LO ANGELA
REGION CODE ADDRESS : 1224 POME AVENUE
01 CITY : SUNNYVALE
STATE/ZIP : CA 94087
MORTGAGE AMOUNT : 301,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,731.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 67.00000
-----------------------------------------------------------------
0 0070328802 MORTGAGORS: MCSURLEY JOE
REGION CODE ADDRESS : 9652 CONCORD ROAD
01 CITY : BRENTWOOD
STATE/ZIP : TN 37027
MORTGAGE AMOUNT : 245,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,222.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 60.59259
-----------------------------------------------------------------
0 0070329461 MORTGAGORS: CLABBY JR THOMAS
REGION CODE ADDRESS : 12015 TULIP GROVE DRIVE
01 CITY : BOWIE
STATE/ZIP : MD 20715
MORTGAGE AMOUNT : 135,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 134,574.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,213.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
-----------------------------------------------------------------
0 0070341284 MORTGAGORS: CHRISTIAN ROYCE
CHRISTIAN JUDITH
REGION CODE ADDRESS : 139 SANDPEBBLE DRIVE
01 CITY : THE WOODLAN
STATE/ZIP : TX 77381
MORTGAGE AMOUNT : 90,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 90,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 791.84 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 67.58364
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,062,800.00
P & I AMT: 9,586.16
UPB AMT: 1,061,469.05
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 123
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0070342969 MORTGAGORS: HECHT BRUCE
REGION CODE ADDRESS : 3412 SPRING CREEK ROAD
01 CITY : ROCKFORD
STATE/ZIP : IL 61107
MORTGAGE AMOUNT : 457,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 457,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,075.77 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.30769
-----------------------------------------------------------------
0 0070343348 MORTGAGORS: DEAVENPORT BENJAMIN
DEAVENPORT ANN
REGION CODE ADDRESS : 25 OLD SOMERSET ROAD
01 CITY : WATCHUNG
STATE/ZIP : NJ 07060
MORTGAGE AMOUNT : 299,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,046.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,666.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 66.44444
-----------------------------------------------------------------
0 0070344478 MORTGAGORS: FOSTER LYDIA
FOSTER LOREN
REGION CODE ADDRESS : 6442 EDGEMOOR
01 CITY : SAN JOSE
STATE/ZIP : CA 95129
MORTGAGE AMOUNT : 279,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,490.06 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 58.16667
-----------------------------------------------------------------
0 0070344791 MORTGAGORS: GENDREAU JOHN
GENDREAU PAMELA
REGION CODE ADDRESS : 27 RANGEVIEW DRIVE
01 CITY : LAKEWOOD
STATE/ZIP : CO 80215
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,909.72 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/08
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 78.75000
-----------------------------------------------------------------
0 0070346911 MORTGAGORS: RAY NANCY
REGION CODE ADDRESS : 492 AUDUBON DR
01 CITY : MARIETTA
STATE/ZIP : GA 30068
MORTGAGE AMOUNT : 91,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 91,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 818.72 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 001
LTV : 70.61538
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,379,000.00
P & I AMT: 12,960.91
UPB AMT: 1,378,046.38
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 124
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0070348172 MORTGAGORS: WOOD WARREN
WOOD ELIZABETH
REGION CODE ADDRESS : 2389 CARDINAL DRIVE
01 CITY : NEW RICHMON
STATE/ZIP : WI 54017
MORTGAGE AMOUNT : 560,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 558,213.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,994.38 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 64.14589
-----------------------------------------------------------------
0 0070350087 MORTGAGORS: DI DOMENICO BENITO
DI DOMENICO PATRICIA
REGION CODE ADDRESS : 822 FAIRVIEW LANE
01 CITY : FORT LEE
STATE/ZIP : NJ 07024
MORTGAGE AMOUNT : 371,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 371,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,308.78 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.00000
-----------------------------------------------------------------
0 0070354543 MORTGAGORS: FRANKLIN DON
FRANKLIN JOAN
REGION CODE ADDRESS : 51 WATERFORD COURT
01 CITY : NACOGDOCHES
STATE/ZIP : TX 75961
MORTGAGE AMOUNT : 459,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 459,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,098.96 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 63.39310
-----------------------------------------------------------------
0 0070355565 MORTGAGORS: NOTTLE STEVEN
COFFEY RICHARD
REGION CODE ADDRESS : 1419 MONITOR ROAD
01 CITY : SAN DIEGO
STATE/ZIP : CA 92110
MORTGAGE AMOUNT : 337,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 337,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,010.01 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
-----------------------------------------------------------------
0 0070356001 MORTGAGORS: ALLEMEIER DANIEL
ALLEMEIER CAROL
REGION CODE ADDRESS : 22639 FEDERALIST ROAD
01 CITY : CALABASAS
STATE/ZIP : CA 91302
MORTGAGE AMOUNT : 343,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 343,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,066.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 72.37895
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,071,900.00
P & I AMT: 18,478.33
UPB AMT: 2,070,113.95
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 125
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0070356985 MORTGAGORS: REILLY BERNARD
REILLY ROSEMARY
REGION CODE ADDRESS : 103 MONTANA DRIVE
01 CITY : CHADDS FORD
STATE/ZIP : PA 19317
MORTGAGE AMOUNT : 358,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 358,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,192.84 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 62.26087
-----------------------------------------------------------------
0 0070359542 MORTGAGORS: CUNNINGHAM ROBERT
CUNNINGHAM SHELLEY
REGION CODE ADDRESS : 3403 EAST TERE STREET
01 CITY : PHOENIX
STATE/ZIP : AZ 85044
MORTGAGE AMOUNT : 365,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 365,700.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,261.51 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 47.18710
-----------------------------------------------------------------
0 0070359823 MORTGAGORS: BAILY WILLIAM
BAILY NANCY
REGION CODE ADDRESS : 5210 MIDYETTE COURT
01 CITY : MOREHEAD CI
STATE/ZIP : NC 28557
MORTGAGE AMOUNT : 70,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 70,225.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 628.31 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 001
LTV : 38.08108
-----------------------------------------------------------------
0 0070362421 MORTGAGORS: STANLEY DANNY
STANLEY ALLISON
REGION CODE ADDRESS : 6 FRANKLIN WOOD LANE
01 CITY : SAVANNAH
STATE/ZIP : GA 31411
MORTGAGE AMOUNT : 225,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 224,282.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,006.67 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 64.28571
-----------------------------------------------------------------
0 0070380084 MORTGAGORS: ANDREWS FRANKLYN
ANDREWS RUBY
REGION CODE ADDRESS : 100 CLARK TUNNEL ROAD
01 CITY : NEWCASTLE
STATE/ZIP : CA 95659
MORTGAGE AMOUNT : 487,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 487,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,415.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,506,650.00
P & I AMT: 13,505.26
UPB AMT: 1,505,707.70
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 126
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0070384367 MORTGAGORS: PINCINCE KENNETH
PINCINCE JUDITH
REGION CODE ADDRESS : 115 CASTLE HILL ROAD
01 CITY : WINDHAM
STATE/ZIP : NH 03087
MORTGAGE AMOUNT : 332,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 332,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,007.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.19027
-----------------------------------------------------------------
0 0070406475 MORTGAGORS: BROWN LEWIS
BROWN SHIRLEY
REGION CODE ADDRESS : 265 PLEASANT CIRCLE
01 CITY : ODENVILLE
STATE/ZIP : AL 35120
MORTGAGE AMOUNT : 32,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 32,650.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 379.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/08
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 52.66129
-----------------------------------------------------------------
0 0070408505 MORTGAGORS: MOORE GARY
MOORE ANN
REGION CODE ADDRESS : 2370 PRINCE WAY
01 CITY : VISTA
STATE/ZIP : CA 92084
MORTGAGE AMOUNT : 242,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,192.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.34426
-----------------------------------------------------------------
0 0070411525 MORTGAGORS: FRAZIER WILLIAM
FRAZIER JOAN
REGION CODE ADDRESS : 2607 TACITO TRAIL
01 CITY : Jacksonville
STATE/ZIP : FL 32223
MORTGAGE AMOUNT : 617,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 617,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,502.74 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 56.09000
-----------------------------------------------------------------
0 0070421979 MORTGAGORS: HALPER STEVEN
HALPER JODI
REGION CODE ADDRESS : 69 RUNYON PLACE
01 CITY : SCARSDALE
STATE/ZIP : NY 10583
MORTGAGE AMOUNT : 272,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,450.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 71.92612
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,496,250.00
P & I AMT: 13,531.51
UPB AMT: 1,496,250.00
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 127
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0070422175 MORTGAGORS: ELLIS LARRY
ELLIS DORIS
REGION CODE ADDRESS : 10517 ROYAL BIRKDALE
01 CITY : ALBUQUERQUE
STATE/ZIP : NM 87111
MORTGAGE AMOUNT : 227,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,150.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,025.85 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 63.09722
-----------------------------------------------------------------
0 0070422795 MORTGAGORS: HAGE ANTOINE
REGION CODE ADDRESS : 4630 WOODLEY AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 91436
MORTGAGE AMOUNT : 277,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,470.44 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 83.93939
-----------------------------------------------------------------
0 0070423561 MORTGAGORS: FINMAN JEFFREY
GAUTHIER PAMELA
REGION CODE ADDRESS : 12 APPLEWOOD COMMON
01 CITY : EAST LYME
STATE/ZIP : CT 06333
MORTGAGE AMOUNT : 251,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,238.55 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.68254
-----------------------------------------------------------------
0 0070425269 MORTGAGORS: PILLAI RAMAKRISHN
PILLAI YVONNE
REGION CODE ADDRESS : 19621 DRAKE DRIVE
01 CITY : CUPERTINO
STATE/ZIP : CA 95014
MORTGAGE AMOUNT : 275,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,700.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,478.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 47.94783
-----------------------------------------------------------------
0 0070437520 MORTGAGORS: KIMURA REIJI
KIMURA TSUKIKO
REGION CODE ADDRESS : 57 ORCHARD AVENUE
01 CITY : METUCHEN
STATE/ZIP : NJ 08840
MORTGAGE AMOUNT : 71,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 71,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 643.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 49.04110
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,102,450.00
P & I AMT: 9,856.47
UPB AMT: 1,102,450.00
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 128
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0070439336 MORTGAGORS: FISHER RAYMOND
FISHER MICHELE
REGION CODE ADDRESS : 13080 MINDANAO
01 CITY : Marina Del Rey
STATE/ZIP : CA 90292
MORTGAGE AMOUNT : 332,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 332,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,960.96 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 63.24000
-----------------------------------------------------------------
0 0070441217 MORTGAGORS: BERELSON STUART
BERELSON BETTY
REGION CODE ADDRESS : 295 SHORE RD
01 CITY : Greenwich
STATE/ZIP : CT 06830
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,675.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 29.41000
-----------------------------------------------------------------
0 0070448014 MORTGAGORS: REGAN MICHAEL
REGAN KATHLEEN
REGION CODE ADDRESS : 50 THUNDERLAKE ROAD
01 CITY : Wilton
STATE/ZIP : CT 06897
MORTGAGE AMOUNT : 417,290.28 OPTION TO CONVERT :
UNPAID BALANCE : 417,290.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,692.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 67.30000
-----------------------------------------------------------------
0 0070449327 MORTGAGORS: SCHWARTZ LARRY
SCHWARTZ CHERYL
REGION CODE ADDRESS : 1401 MARGATE DRIVE
01 CITY : BUFFALO GRO
STATE/ZIP : IL 60089
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,292.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 66.23377
-----------------------------------------------------------------
0 0070461462 MORTGAGORS: GILL PHILIP
GILL BARBARA
REGION CODE ADDRESS : 1547 VISTA CLARIDAD
01 CITY : La Jolla
STATE/ZIP : CA 92037
MORTGAGE AMOUNT : 321,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,935.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 36.34000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,625,890.28
P & I AMT: 14,556.94
UPB AMT: 1,625,890.28
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/98
P.O. BOX 5260 TMS AG0004982215 01 02 03
PAGE: 129
CHERRY HILL, N.J. 08034
(800) 257-7818
0 -----------------------------------------------------------------
0 0070472618 MORTGAGORS: SINGH BALBIR
SINGH RUPINDER
REGION CODE ADDRESS : 3733 VIA DEL PRADO
01 CITY : CALABASAS
STATE/ZIP : CA 91302
MORTGAGE AMOUNT : 483,285.00 OPTION TO CONVERT :
UNPAID BALANCE : 483,285.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,310.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 69.04071
-----------------------------------------------------------------
0 0070482864 MORTGAGORS: OKUN ELIAS
OKUN RENA
REGION CODE ADDRESS : 9313 MONTE MAR DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90035
MORTGAGE AMOUNT : 310,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,727.05 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 56.47273
-----------------------------------------------------------------
0 0070488770 MORTGAGORS: DUTRA DOMINIC
DUTRA LISA
REGION CODE ADDRESS : 539 BARCELONA DRIVE
01 CITY : Fremont
STATE/ZIP : CA 94536
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 375,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,266.65 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 73.24000
-----------------------------------------------------------------
0 0070502299 MORTGAGORS: TAKETA RICHARD
TAKETA PATRICIA
REGION CODE ADDRESS : 225 POINSETTIA AVENUE
01 CITY : Corona Del Mar
STATE/ZIP : CA 92625
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 650,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,797.05 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 50.00000
-----------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 4
LOAN AMT: 1,818,885.00
P & I AMT: 16,100.95
UPB AMT: 1,818,885.00
0 TOTAL NUM OF LOANS: 644
LOAN AMT: 203,608,942.18
P & I AMT: 1,834,967.92
UPB AMT: 201,791,836.22
EXHIBIT D
FORM OF SERVICER'S CERTIFICATE
----------------, ------
(month) (year)
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC Multi-Class Pass-Through Certificates,
Series 1998-22
Pursuant to the Pooling and Servicing Agreement dated as of
November 1, 1998 (the "Agreement") between GE Capital Mortgage
Services, Inc. (the "Company"), and State Street Bank and Trust
Company (the "Trustee"), governing the Certificates referred to
above, the Company hereby certifies to the Trustee:
With respect to the Agreement and as of the Determination
Date for this month:
A. Mortgage Loan Information:
(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: $________
D-2
(14) Accrued Certificate Interest, Unpaid Class
Interest Shortfalls and Pay-out Rate:
Class A1 $__________ $__________ ____%
Class A2 $__________ $__________ ____%
Class M $__________ $__________ ____%
Class B1 $__________ $__________ ____%
Class B2 $__________ $__________ ____%
Class B3 $__________ $__________ ____%
Class B4 $__________ $__________ ____%
Class B5 $__________ $__________ ____%
Class R $__________ $__________ ____%
(15) Principal distributable:
Class A1 $__________
Class A2 $__________
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 PO __________
Class M __________
Class B1 __________
Class B2 __________
Class B3 __________
Class B4 __________
Class B5 __________
Class R __________
D-3
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 Prepayment Distribution Percentage
for such Distribution Date: _____________%
7. Subordinate Certificate Writedown Amount for such
Distribution Date: $_____________
8. Prepayment Distribution Triggers satisfied: Yes No
Class B1 _____ _____
Class B2 _____ _____
Class B3 _____ _____
Class B4 _____ _____
Class B5 _____ _____
9. Base Servicing Fee: $___________
10. Supplemental Servicing Fee: $___________
Capitalized terms used in this Certificate shall have the
same meanings as in the Agreement.
D-4
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 November 1, 1998, no
transfer of any ERISA-Restricted Certificate shall be permitted
to be made to any person unless the Trustee has received (i) a
certificate from such transferee to the effect that (x) such
transferee is not an employee benefit plan subject to ERISA or a
plan subject to Section 4975 of the Code (a "Plan") and is not
using the assets of any such employee benefit or other plan to
acquire any such Certificate or (y) such transferee is an
insurance company investing assets of its general account and the
Exemptions apply to such transferee's acquisition and holding of
any such Certificate or (ii) an opinion of counsel satisfactory
to the Trustee to the effect that the purchase and holding of any
such Certificate will not constitute or result in the assets of
the Trust Fund created by the Agreement being deemed to be "plan
assets" and subject to the prohibited transaction provisions of
ERISA or Section 4975 of the Code and will not subject the
Trustee or the Company to any obligation in addition to those
undertaken in the Agreement (provided, however, that the Trustee
E-3
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:
EXHIBIT F
FORM OF RESIDUAL CERTIFICATE TRANSFEREE AFFIDAVIT
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], _________________ being first duly sworn,
deposes and says:
1. That he [she] is [title of officer]
________________________ of [name of Purchaser]
_________________________________________ (the "Purchaser"), a
_________________ ____________________ [description of type of
entity] duly organized and existing under the laws of the [State
of __________] [United States], on behalf of which he [she] makes
this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [
].
3. That the Purchaser is not a "disqualified organization"
within the meaning of Section 860E(e)(5) of the Internal Revenue
Code of 1986, as amended (the "Code") and will not be a
"disqualified organization" as of [date of transfer], and that
the Purchaser is not acquiring a Residual Certificate (as defined
below) for the account of, or as agent (including a broker,
nominee, or other middleman) for, any person or entity from which
it has not received an affidavit substantially in the form of
this affidavit. For these purposes, a "disqualified organization"
means the United States, any state or political subdivision
thereof, any foreign government, any international organization,
any agency or instrumentality of any of the foregoing (other than
an instrumentality if all of its activities are subject to tax
and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing
electric energy or providing telephone service to persons in
rural areas as described in Code Section 1381(a)(2)(C), or any
organization (other than a farmers' cooperative described in Code
Section 521) that is exempt from federal income tax unless such
organization is subject to the tax on unrelated business income
imposed by Code Section 511. As used herein, "Residual
Certificate" means any Certificate designated as a "Class R
Certificate" of GE Capital Mortgage Services, Inc.'s REMIC
Multi-Class Pass-Through Certificates, Series 1998-22.
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 November 1, 1998, no
transfer of the Residual Certificates shall be permitted to be
made to any person unless the Trustee has received a certificate
from such transferee to the effect that such transferee is not an
employee benefit plan subject to ERISA or a plan subject to
Section 4975 of the Code and is not using the assets of any
employee benefit plan or other plan to acquire Residual
Certificates.
6. That the Purchaser does not hold REMIC residual
securities as nominee to facilitate the clearance and settlement
of such securities through electronic book-entry changes in
accounts of participating organizations (such entity, a
"Book-Entry Nominee").
7. That the Purchaser does not have the intention to impede
the assessment or collection of any federal, state or local taxes
legally required to be paid with respect to such Residual
Certificate.
8. That the Purchaser will not transfer a Residual
Certificate to any person or entity (i) as to which the Purchaser
has actual knowledge that the requirements set forth in paragraph
3, paragraph 6 or paragraph 10 hereof are not satisfied or that
the Purchaser has reason to believe does not satisfy the
requirements set forth in paragraph 7 hereof, and (ii) without
obtaining from the prospective Purchaser an affidavit
substantially in this form and providing to the Trustee a written
statement substantially in the form of Exhibit G to the
Agreement.
9. That the Purchaser understands that, as the holder of a
Residual Certificate, the Purchaser may incur tax liabilities in
excess of any cash flows generated by the interest and that it
intends to pay taxes associated with holding such Residual
Certificate as they become due.
10. That the Purchaser (i) is not a Non-U.S. Person or (ii)
is a Non-U.S. Person that holds a Residual Certificate in
connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trustee
with an effective Internal Revenue Service Form 4224 or successor
form at the time and in the manner required by the Code or (iii)
is a Non-U.S. Person that has delivered to both the transferor
and the Trustee an opinion of a nationally recognized tax counsel
to the effect that the transfer of such Residual Certificate to
it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of a
Residual Certificate will not be disregarded for federal income
tax purposes. "Non-U.S. Person" means an individual, corporation,
partnership or other person other than a citizen or resident of
the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or
any political subdivision thereof, or an estate or trust that is
subject to U.S. federal income tax regardless of the source of
its income.
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
F-2
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.
F-3
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__.
F-4
EXHIBIT G
[LETTER FROM TRANSFEROR OF RESIDUAL CERTIFICATE]
-------------------
Date
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
8th Floor
Boston, Massachusetts 02110
Re: GE Capital Mortgage Services, Inc.
REMIC Multi-Class Pass-Through
Certificates, Series 1998-22
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:
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
EXHIBIT I
FORM OF INVESTMENT LETTER FOR
DEFINITIVE RESTRICTED CERTIFICATES
---------------------
Date
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
8th Floor
Boston, Massachusetts 02110
Re: GE Capital Mortgage Services, Inc.
REMIC Multi-Class Pass Through
Certificates, Series 1998-22
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 November 1, 1998 (the "Agreement"),
no transfer of a Restricted Certificate may be made unless such
transfer is exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), and
any applicable state securities laws, or is made in accordance
with the Securities Act and such laws.
3. The Investor understands that (a) the Restricted
Certificates have not been and will not be registered or
qualified under the Securities Act, or the securities laws of any
state, (b) neither the Company nor the Trustee is required, and
neither intends, to so register or qualify the Restricted
Certificates, (c) the Restricted Certificates cannot be resold
unless (i) they are registered and qualified under the Securities
Act and the applicable state securities laws or (ii) such sale is
exempt from the requirements of the Securities Act, (d) the
Agreement contains restrictions regarding the transfer of the
Restricted Certificates and (e) the Restricted Certificates will
bear a legend to the foregoing effect.
4. The Investor is acquiring the Restricted Certificates for
its own account for investment only and not with a view to or for
sale or other transfer in connection with any distribution of the
Restricted Certificates in any manner that would violate the
Securities Act or any applicable state securities laws.
5. The Investor (a) is a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and in particular in such matters
related to securities similar to the Restricted Certificates,
such that it is capable of evaluating the merits and risks of
investment in the Restricted Certificates, (b) is able to bear
the economic risks of such an investment and (c) is an
"accredited investor" within the meaning of Rule 501(a)(1), (2),
(3) or (7) promulgated pursuant to the Securities Act.
6. The Investor will not authorize nor has it authorized any
person to (a) offer, pledge, sell, dispose of or otherwise
transfer any Restricted Certificate, any interest in any
Restricted Certificate or any other similar security to any
person in any manner, (b) solicit any offer to buy or to accept a
pledge, disposition or other transfer of any Restricted
Certificate, any interest in any Restricted Certificate or any
other similar security from any person in any manner, (c)
otherwise approach or negotiate with respect to any Restricted
Certificate, any interest in any Restricted Certificate or any
other similar security with any person in any manner, (d) make
any general solicitation by means of general advertising or in
any other manner, or (e) take any other action that would
constitute a distribution of any Restricted Certificate under the
Securities Act, that would render the disposition of any
Restricted Certificate a violation of Section 5 of the Securities
Act or any state securities law, or that could require
registration or qualification pursuant thereto. Neither the
Investor nor anyone acting on its behalf has offered the
Restricted Certificates for sale or made any general solicitation
by means of general advertising or in any other manner with
respect to the Restricted Certificates. The Investor will not
sell or otherwise transfer any of the Restricted Certificates,
except in compliance with the provisions of the Agreement.
7. If an Investor in a Restricted Certificate sells or
otherwise transfers any such Certificate to a transferee other
than a "qualified institutional buyer" under Rule 144A of the
Securities Act, such Investor will obtain (a) from any subsequent
purchaser the same certifications, representations, warranties
and covenants contained in the foregoing paragraphs and in this
paragraph or (b) an opinion of counsel in form and substance
satisfactory to the Trustee pursuant to the Agreement.
8. The Investor hereby indemnifies the Trustee and the
Company against any liability that may result if the Investor's
transfer of a Restricted Certificate (or any portion thereof) is
not exempt from the registration requirements of the Securities
Act and any applicable state securities laws or is not made in
accordance with such federal and state laws. Such indemnification
of the Trustee and the Company shall survive the termination of
the Agreement.
[9. The Restricted Certificates shall be registered in the
name of _____________________________ as nominee for the
Investor.]
I-2
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:
I-3
EXHIBIT J
FORM OF DISTRIBUTION DATE STATEMENT
-----------------, ------
(month) (year)
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC Multi-Class Pass-Through Certificates,
Series 1998-22
Pursuant to the Pooling and Servicing Agreement dated as of
November 1, 1998 (the "Agreement") between GE Capital Mortgage
Services, Inc. (the "Company"), and State Street Bank and Trust
Company (the "Trustee"), governing the Certificates referred to
above, the Company hereby certifies to the Trustee:
With respect to the Agreement and as of the Determination
Date for this month:
The amounts below are for a Single Certificate of $1,000:
(1) Amount of distribution allocable to principal:
Class A1 $__________
Class A2 $__________
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 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 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 PO $__________ ____%
Class M $__________ ____%
Class B1 $__________ ____%
Class B2 $__________ ____%
Class B3 $__________ ____%
Class B4 $__________ ____%
Class B5 $__________ ____%
Class R $__________ ____%
(5) Servicing Compensation: $__________
The amounts below are for the aggregate of all
Certificates:
(6) Pool Scheduled Principal Balance; number of
Mortgage Loans: $__________ __________
(7) Class Certificate Principal Balance (or Notional
Principal Balance) of each Class; Certificate Principal Balance
(or Notional Principal Balance) of Single Certificate of each
Class:
Single
Certificate
Class Balance Balance
----- ------- -------
Class A1 $__________ $__________
Class A2 $__________ $__________
J-2
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
Certificate-holders; 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 Prepayment Distribution Percentage
for such Distribution Date: __________%
(16) Junior Percentage for such Distribution Date:
__________%
J-3
(17) Junior Prepayment Percentage for such Distribution
Date: __________%
Capitalized terms used in this Statement shall have the
same meanings as in the Agreement.
EXHIBIT K
FORM OF SPECIAL SERVICING
AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the
"Agreement") is made and entered into as of ____________________,
199_, between GE Capital Mortgage Services, Inc. (the "Company")
and _____________________________ (the "Purchaser").
PRELIMINARY STATEMENT
___________________________ or an affiliate thereof is the
holder of the entire interest in REMIC Multi-Class Pass-Through
Certificates, Series 199_-__, Class B_ (the "Class B_
Certificates"). The Class B_ Certificates were issued pursuant to
a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of ________ 1, 199_ between the Company (in
its capacity as servicer thereunder, the "Servicer") and State
Street Bank and Trust Company as Trustee.
____________________________ or an affiliate thereof intends
to resell all of the Class B_ Certificates directly to the
Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed
that the Company, as Servicer, will engage in certain special
servicing procedures relating to foreclosures for the benefit of
the Purchaser, and that the Purchaser will deposit funds in a
collateral fund to cover any losses attributable to such
procedures as well as all advances and costs in connection
therewith, as set forth herein.
[The parties hereto have further agreed that the Purchaser
will have no rights, and the Company will have no obligations
under this Agreement until the Class Certificate Principal
Balance of the REMIC Multi-Class Pass-Through Certificates,
Series 199_-__, Class B5 (the "Class B5 Certificates") has been
reduced to zero, and any Special Servicing and Collateral Fund
Agreement in respect of such Class between the Company and the
Purchaser has been terminated.]
In consideration of the mutual agreements herein contained,
the receipt and sufficiency of which are hereby acknowledged, the
Company and the Purchaser agree that the following provisions
shall become effective and shall be binding on and enforceable by
the Company and the Purchaser upon the acquisition by the
Purchaser of the Class B_ Certificates.
ARTICLE I
DEFINITIONS
Section 1.01. Defined Terms. Whenever used in this
Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday
of (ii) a day on which banking institutions in New York City or
Boston, Massachusetts are required or authorized by law or
executive order to be closed.
Collateral Fund: The fund established and maintained
pursuant to Section 3.01 hereof.
Collateral Fund Permitted Investments: Either (i)
obligations of, or obligations fully guaranteed as to principal
and interest by, the United States, or any agency or
instrumentality thereof, provided such obligations are backed by
the full faith and credit of the United States, (ii) repurchase
agreements on obligations specified in clause (i) provided that
the unsecured obligations of the party agreeing to repurchase
such obligations are at the time rated by each Rating Agency in
the highest long-term rating category, (iii) federal funds,
certificates of deposit, time deposits and banker's acceptances
of any U.S. depository institution or trust company incorporated
under the laws of the United States or any state provided that
the debt obligations of such depository institution or trust
company at the date of acquisition thereof have been rated by
each Rating Agency in the highest long-term rating category, (iv)
commercial paper of any corporation incorporated under the laws
of the United States or any state thereof which on the date of
acquisition has the highest short term rating of each Rating
Agency, and (v) other obligations or securities that are
acceptable to each Rating Agency as a Collateral Fund Permitted
Investment hereunder and will not, as evidenced in writing,
result in a reduction or withdrawal in the then current rating of
the Certificates and, for each of the preceding clauses, the
maturity thereof shall be not later than the earlier to occur of
(A) 30 days from the date of the related investment and (B) the
Business Day preceding the next succeeding Distribution Date.
Commencement of Foreclosure: The first official action
required under local law in order to commence foreclosure
proceedings or to schedule a trustee's sale under a deed of
trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, the posting, publishing,
filing or delivery of a notice of sale, but not including in
either case (x) any notice of default, notice of intent to
foreclose or sell or any other action prerequisite to the actions
specified in (i) or (ii) above and, upon the consent of the
Purchaser which will be deemed given unless expressly withheld
within two Business Days of notification, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of
the related property or otherwise) or (z) initiation and
completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to
which the Purchaser has made an Election to Delay Foreclosure, an
appraisal of the related Mortgaged Property
K-2
obtained by the Purchaser as nearly contemporaneously as
practicable to the time of the Purchaser's election, prepared
based on the Company's customary requirements for such
appraisals.
Election to Delay Foreclosure: Any election by the Purchaser
to delay the Commencement of Foreclosure, made in accordance with
Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to
proceed with the Commencement of Foreclosure, made in accordance
with Section 2.03(a).
Required Collateral Fund Balance: As of any date of
determination, an amount equal to the aggregate of all amounts
previously required to be deposited in the Collateral Fund
pursuant to Section 2.02(d) (after adjustments for all
withdrawals and deposits prior to such date pursuant to Section
2.02(e)) and Section 2.03(b) (after adjustment for all
withdrawals and deposits prior to such date pursuant to Section
2.03(c)) and Section 3.02, reduced by all withdrawals therefrom
prior to such date pursuant to Section 2.02(g) and Section
2.03(d).
Section 1.02. Definitions Incorporated by Reference. All
capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing
Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01. Reports and Notices.
(a) In connection with the performance of its duties under
the Pooling and Servicing Agreement relating to the realization
upon defaulted Mortgage Loans, the Company as Servicer shall
provide to the Purchaser the following notices and reports:
(i) Within five Business Days after each
Distribution Date (or included in or with the monthly
statements to Certificateholders pursuant to the
Pooling and Servicing Agreement), the Company, as
Servicer, shall provide to the Purchaser a report,
using the same methodology and calculations in its
standard servicing reports, indicating for the Trust
Fund the number of Mortgage Loans that are (A) thirty
days, (B) sixty days, (C) ninety days or more
delinquent or (D) in foreclosure, and indicating for
each such Mortgage Loan the loan number and outstanding
principal balance.
(ii) Prior to the Commencement of Foreclosure in
connection with any Mortgage Loan, the Company shall
provide the Purchaser with a notice (sent by facsimile
transmission) of such proposed and imminent
foreclosure, stating the loan number and the aggregate
amount owing under the Mortgage Loan. Such notice may
be provided to the Purchaser in the form of a copy of a
referral letter from the Company to an attorney
K-3
requesting the institution of foreclosure or a copy of a
request to foreclose received by the Company from the
related primary servicer which has been approved by the
Company.
(b) If requested by the Purchaser, the Company shall make
its servicing personnel available (during their normal business
hours) to respond to reasonable inquiries, in writing by
facsimile transmission, by the Purchaser in connection with any
Mortgage Loan identified in a report under subsection (a)(i) or
(a)(ii) which has been given to the Purchaser, provided, that (1)
the Company shall only be required to provide information that is
readily accessible to its servicing personnel and is
non-confidential and (2) the Company shall respond within five
Business Days orally or in writing by facsimile transmission.
(c) In addition to the foregoing, the Company shall provide
to the Purchaser such information as the Purchaser may reasonably
request concerning each Mortgage Loan that is at least sixty days
delinquent and each Mortgage Loan which has become real estate
owned, through the final liquidation thereof, provided, that the
Company shall only be required to provide information that is
readily accessible to its servicing personnel and is
non-confidential.
Section 2.02. Purchaser's Election to Delay Foreclosure
Proceedings.
(a) The Purchaser shall be deemed to direct the Company that
in the event that the Company does not receive written notice of
the Purchaser's election pursuant to subsection (b) below within
24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section
2.01(a)(ii) subject to extension as set forth in Section 2.02(b),
the Company may proceed with the Commencement of Foreclosure in
respect of such Mortgage Loan in accordance with its normal
foreclosure policies without further notice to the Purchaser. Any
foreclosure that has been initiated may be discontinued (i)
without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with
respect to the Mortgage Loan (including by means of a short
payoff approved by the Company) or (ii) with notice to the
Purchaser if the Company has reached the terms of a forbearance
agreement with the borrower. In such latter case the Company may
complete such forbearance agreement unless instructed otherwise
by the Purchaser within two Business Days of notification.
(b) In connection with any Mortgage Loan with respect to
which a notice under Section 2.01(a)(ii) has been given to the
Purchaser, the Purchaser may elect to instruct the Company to
delay the Commencement of Foreclosure until such time as the
Purchaser determines that the Company may proceed with the
Commencement of Foreclosure. Such election must be evidenced by
written notice received within 24 hours (exclusive of any
intervening non-Business Days) of transmission of the notice
provided by the Company under Section 2.01(a)(ii). The Purchaser
shall send a copy of such notice of election to each Rating
Agency as soon as practicable thereafter. Such 24-hour period
shall be extended for no longer than an additional four Business
Days after the receipt of the information if the Purchaser
requests additional information related to such foreclosure
within such 24-hour period; provided, however, that the Purchaser
will have at least one Business Day to make such election
following its receipt of any requested additional information.
Any such additional information shall (i) not be confidential in
K-5
nature and (ii) be obtainable by the Company from existing
reports, certificates or statements or otherwise be readily
accessible to its servicing personnel. The Purchaser agrees that
it has no right to deal with the mortgagor. However, if the
Company's normal foreclosure policies include acceptance of a
deed-in-lieu of foreclosure or short payoff, the Purchaser will
be notified and given two Business Days to respond.
(c) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the
Purchaser shall obtain a Current Appraisal as soon as
practicable, and shall provide the Company with a copy of such
Current Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the
Trustee, for deposit in the Collateral Fund, an amount, as
calculated by the Company, equal to the sum of (i) 125% of the
greater of the Scheduled Principal Balance of the Mortgage Loan
and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet
been obtained, the Company's estimate thereof, in which case the
required deposit under this subsection shall be adjusted upon
obtaining such Current Appraisal), and (ii) three months'
interest on the Mortgage Loan at the applicable Mortgage Rate. If
any Election to Delay Foreclosure extends for a period in excess
of three months (such excess period being referred to herein as
the "Excess Period"), the Purchaser shall remit by wire transfer
in advance to the Trustee for deposit in the Collateral Fund the
amount of each additional month's interest, as calculated by the
Company, equal to interest on the Mortgage Loan as the applicable
Mortgage Rate for the Excess Period. The terms of this Agreement
will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts
relating to the Mortgage Loan within two Business Days of (i) the
Election to Delay Foreclosure or (ii) the beginning of the
related Excess Period, as the case may be.
(e) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the Company
or the Trustee may withdraw from the Collateral Fund from time to
time amounts necessary to reimburse the Company for all related
Monthly Advances and Liquidation Expenses thereafter made by the
Company as Servicer in accordance with the Pooling and Servicing
Agreement. To the extent that the amount of any such Liquidation
Expense is determined by the Company based on estimated costs,
and the actual costs are subsequently determined to be higher,
the Company or the Trustee may withdraw the additional amount
from the Collateral Fund to reimburse the Company. In the event
that the Mortgage Loan is brought current by the mortgagor, the
amounts so withdrawn from the Collateral Fund shall be
redeposited therein as and to the extent that reimbursement
therefor from amounts paid by the mortgagor is not prohibited
pursuant to the Pooling and Servicing Agreement as of the date
hereof. Except as provided in the preceding sentence, amounts
withdrawn from the Collateral Fund to cover Monthly Advances and
Liquidation Expenses shall not be redeposited therein or
otherwise reimbursed to the Purchaser. If and when any such
Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan
(after adjustment for all previous withdrawals and deposits
pursuant to this
K-5
subsection and after reimbursement to the Servicer for all
related Monthly Advances) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the Company
shall continue to service the Mortgage Loan in accordance with
its customary procedures (other than the delay in Commencement of
Foreclosure as provided herein). If and when, following such
election, the Purchaser shall notify the Company that it believes
that it is appropriate to do so, the Company shall proceed with
the Commencement of Foreclosure; provided that, in any event, if
the Mortgage Loan is not brought current by the mortgagor by the
time the loan becomes 6 months delinquent, the Purchaser's
election shall no longer be effective, unless the Purchaser shall
have purchased the related Mortgage Loan promptly following (and
in any event not later than the third Business Day after) the end
of such 6-month period in the manner provided in the following
two sentences, and the Company shall be entitled to proceed with
the Commencement of Foreclosure. Any purchase of such Mortgage
Loan by the Purchaser pursuant to the preceding sentence shall be
at a purchase price equal to the unpaid principal balance of the
Mortgage Loan plus accrued interest at the Mortgage Rate from the
date last paid by the mortgagor. Such purchase price shall be
deposited by the Purchaser into the Collateral Fund in
immediately available funds on the Business Day which is the date
of purchase and the Purchaser shall instruct the Trustee (with
notice to the Company) to withdraw such amount therefrom on such
Business Day and remit the same to the Trust Fund for application
as Liquidation Proceeds pursuant to the Pooling and Servicing
Agreement. Following such withdrawal, all amounts remaining in
the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all previous withdrawals and deposits pursuant to
this Agreement and after reimbursement to the Servicer for all
related Monthly Advances) shall be released to the Purchaser.
(g) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Delay
Foreclosure and as to which the Company proceeded with the
Commencement of Foreclosure in accordance with subsection (f)
above, the Company shall calculate the amount, if any, by which
the value shown on the Current Appraisal obtained under
subsection (c) exceeds the actual sales price obtained for the
related Mortgaged Property (net of Liquidation Expenses and
unreimbursed Monthly Advances related to the extended foreclosure
period), and the Company or the Trustee shall withdraw the amount
of such excess from the Collateral Fund and shall remit the same
to the Trust Fund for application as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral
Fund in respect of such Mortgage Loan (after adjustment for all
withdrawals and deposits pursuant to subsection (e) and after
reimbursement to the Servicer for all related Monthly Advances)
shall be released to the Purchaser.
Section 2.03. Purchaser's Election to Commence Foreclosure
Proceedings.
(a) In connection with any Mortgage Loan identified in a
report under Section 2.01(a)(i)(B), the Purchaser may elect to
instruct the Company to proceed with the
K-6
Commencement of Foreclosure as soon as practicable. Such election
must be evidenced by written notice received by the Company by
5:00 p.m., New York City time, on the third Business Day
following the delivery of such report under Section 2.01(a)(i).
(b) Within two Business Days of making any Election to
Foreclose, the Purchaser shall remit to the Trustee, for deposit
in the Collateral Fund, an amount, as calculated by the Company,
equal to 125% of the current Scheduled Principal Balance of the
Mortgage Loan and three months' interest on the Mortgage Loan at
the applicable Mortgage Rate. If and when any such Mortgage Loan
is brought current by the mortgagor, all amounts in the
Collateral Fund in respect of such Mortgage Loan (after
adjustment for all withdrawals and deposits pursuant to
subsection (c) below) shall be released to the Purchaser. The
terms of this Agreement will no longer apply to the servicing of
any Mortgage Loan upon the failure of the Purchaser to deposit
the above amounts relating to the Mortgage Loan within two
Business Days of the Election to Foreclose.
(c) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Foreclose, the Company shall
continue to service the Mortgage Loan in accordance with its
customary procedures. In connection therewith, the Company shall
have the same rights to make withdrawals for Monthly Advances and
Liquidation Expenses from the Collateral Fund as are provided
under Section 2.02(e), and the Company shall make reimbursements
thereto to the limited extent provided under such subsection. The
Company shall not be required to proceed with the Commencement of
Foreclosure if (i) the same is stayed as a result of the
mortgagor's bankruptcy or is otherwise barred by applicable law,
or to the extent that all legal conditions precedent thereto have
not yet been complied with, or (ii) the Company believes there is
a breach of representations or warranties by the Company, which
may result in a repurchase or substitution of such Mortgage Loan,
or (iii) the Company has or expects to have the right under the
Pooling and Servicing Agreement to purchase the defaulted
Mortgage Loan and intends to exercise such right or (iv) the
Company reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous
substances (and the Company supplies the Purchaser with
information supporting such belief) or (v) the same is prohibited
by or is otherwise inconsistent with the provisions of the
Pooling and Servicing Agreement. Any foreclosure that has been
initiated may be discontinued (i) without notice to the Purchaser
if the Mortgage Loan has been brought current or if a refinancing
or prepayment occurs with respect to the Mortgage Loan (including
by means of a short payoff approved by the Purchaser) or (ii)
with notice to the Purchaser if the Company has reached the terms
of a forbearance agreement unless instructed otherwise by the
Purchaser within two Business Days of notification.
(d) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to
Foreclose and as to which the Company proceeded with the
Commencement of Foreclosure in accordance with subsection (c)
above, the Company shall calculate the amount, if any, by which
the Scheduled Principal Balance of the Mortgage Loan at the time
of liquidation (plus all unreimbursed Monthly Advances and
Liquidation Expenses in connection therewith other than those
previously paid from the Collateral Fund) exceeds the actual
sales price obtained for the related Mortgaged Property, and the
Company or the Trustee
K-7
shall withdraw the amount of such excess from the Collateral Fund
and shall remit the same to the Trust Fund for application as
additional Liquidation Proceeds pursuant to the Pooling and
Servicing Agreement. After making such withdrawal, all amounts
remaining in the Collateral Fund (after adjustment for all
withdrawals and deposits pursuant to subsection (c) above and
after reimbursement to the Servicer for all related Monthly
Advances) in respect of such Mortgage Loan shall be released to
the Purchaser.
Section 2.04. Termination.
(a) With respect to all Mortgage Loans included in the Trust
Fund, the Purchaser's right to make any Election to Delay
Foreclosure or any Election to Foreclose and the Company's
obligations under Section 2.01 shall terminate on the earliest to
occur of the following: (i) at such time as the Class Certificate
Principal Balance of the Class B_ Certificates has been reduced
to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the Company's actual loss experience
with respect to the Mortgage Loans in the related pool) of the
aggregate principal balance of all Mortgage Loans that are in
foreclosure or are more than 90 days delinquent on a contractual
basis and the aggregate book value of REO properties or (y) the
aggregate amount that the Company estimates through its normal
servicing practices will be required to be withdrawn from the
Collateral Fund with respect to Mortgage Loans as to which the
Purchaser has made an Election to Delay Foreclosure or an
Election to Foreclose exceeds (z) the then-current Class
Certificate Principal Balance of the Class B_ Certificates, or
(iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee
provides written acknowledgment to the Company of the Purchaser's
right hereunder and that such transferee will have no rights
hereunder) in the Class B_ Certificates [or in the Class B5
Certificates] (whether or not such transfer is registered under
the Pooling and Servicing Agreement), including any such transfer
in connection with a termination of the Trust Fund. Unless
earlier terminated as set forth herein, this Agreement and the
respective rights, obligations and responsibilities of the
Purchaser and the Company hereunder shall terminate immediately
upon (x) the later to occur of (i) the final liquidation of the
last Mortgage Loan as to which the Purchaser made any Election to
Delay Foreclosure or any Election to Foreclose and the withdrawal
of all remaining amounts in the Collateral Fund as provided
herein and (ii) ten (10) Business Days' notice or (y) the
occurrence of any event that results in the Purchaser becoming an
"affiliate" of the Trustee within the meaning of the Prohibited
Transaction Exemption (as defined in the Pooling and Servicing
Agreement).
(b) The Purchaser's rights pursuant to Section 2.02 or 2.03
of this Agreement shall terminate with respect to a Mortgage Loan
as to which the Purchaser has exercised its rights under Section
2.02 or 2.03 hereof, upon Purchaser's failure to deposit any
amounts required pursuant to Section 2.02(d) or 2.03(b) after one
Business Day's notice of such failure.
Section 2.05. Notification. The Purchaser shall promptly
notify the Trustee and the Company if such Purchaser becomes
aware of any discussions, plans or events that might lead to such
Person's becoming an "affiliate" (within the meaning of the
Prohibited Transaction
K-8
Exemption) of the Trustee, provided that the contents of any such
notification shall be kept confidential by the parties to this
Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01. Collateral Fund. Upon payment by the
Purchaser of the initial amount required to be deposited in the
Collateral Fund pursuant to Article II, the Company shall request
the Trustee to establish and maintain with the Trustee a
segregated account entitled "REMIC Multi-Class Pass-Through
Certificates 199_-__ Collateral Fund, for the benefit of GE
Capital Mortgage Services, Inc. and State Street Bank and Trust
Company on behalf of Certificateholders, as secured parties" (the
"Collateral Fund"). Amounts held in the Collateral Fund shall
continue to be the property of the Purchaser, subject to the
first priority security interest granted hereunder for the
benefit of such secured parties, until withdrawn from the
Collateral Fund pursuant to the Section 2.02 or 2.03 hereof.
Upon the termination of this Agreement and the liquidation
of all Mortgage Loans as to which the Purchaser has made any
Election to Delay Foreclosure or any Election to Foreclose
pursuant to Section 2.04 hereof, the Company shall distribute to
the Purchaser all amounts remaining in the Collateral Fund
together with any investment earnings thereon (after giving
effect to all withdrawals therefrom permitted under this
Agreement).
The Purchaser shall not take or direct the Company or the
Trustee to take any action contrary to any provision of the
Pooling and Servicing Agreement. In no event shall the Purchaser
(i) take or cause the Trustee or the Company to take any action
that could cause any REMIC established under the Pooling and
Servicing Agreement to fail to qualify as a REMIC or cause the
imposition on any such REMIC of any "prohibited transaction" or
"prohibited contribution" taxes or (ii) cause the Trustee or the
Company to fail to take any action necessary to maintain the
status of any such REMIC as a REMIC.
Section 3.02. Collateral Fund Permitted Investments. The
Company shall, at the written direction of the Purchaser, direct
the Trustee to invest the funds in the Collateral Fund in the
name of the Trustee in Collateral Fund Permitted Investments.
Such direction shall not be changed more frequently then
quarterly. In the absence of any direction, the Company shall
direct the Trustee select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its
discretion
All income and gain realized from any investment as well as
any interest earned on deposits in the Collateral Fund (net of
any losses on such investments) and any payments of principal
made in respect of any Collateral Fund Permitted Investment shall
be deposited in the Collateral Fund upon receipt. All costs and
realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the
Purchaser and the amount of net realized losses shall be promptly
deposited by the Purchaser in the Collateral Fund. The Company
shall periodically (but not more frequently than monthly) direct
the Trustee to
K-9
distribute to the Purchaser upon request an amount
of cash, to the extent cash is available therefor in the
Collateral Fund, equal to the amount by which the balance of the
Collateral Fund, after giving effect to all other distributions
to be made from the Collateral Fund on such date, exceeds the
Required Collateral Fund Balance. Any amounts so distributed
shall be released from the lien and security interest of this
Agreement.
Section 3.03. Grant of Security Interest. In order to secure
the obligations of the Purchaser hereunder to the Company and the
Trustee for the benefit of Certificateholders (other than its
obligations under Section 4.10), the Purchaser hereby grants to
the Company and to the Trustee for the benefit of the
Certificateholders a security interest in and lien on all of the
Purchaser's right, title and interest, whether now owned or
hereafter acquired, in and to: (1) the Collateral Fund, (2) all
amounts deposited in the Collateral Fund and Collateral Fund
Permitted Investments in which such amounts are invested (and the
distributions and proceeds of such investments) and (3) all cash
and non-cash proceeds of any of the foregoing, including proceeds
of the voluntary or involuntary conversion thereof (all of the
foregoing collectively, the "Collateral").
The Purchaser acknowledges the lien on and security interest
in the Collateral for the benefit of the Company and the Trustee
on behalf of the Certificateholders. The Purchaser shall take all
actions requested by the Company or the Trustee as may be
reasonably necessary to perfect the security interest created
under this Agreement in the Collateral and cause it to be prior
to all other security interests and liens, including the
execution and delivery to the Company or at its direction the
Trustee for filing of appropriate financing statements in
accordance with applicable law.
Section 3.04. Collateral Shortfalls. In the event that
amounts on deposit in the Collateral Fund at any time are
insufficient to cover any withdrawals therefrom that the Company
or the Trustee is then entitled to make hereunder, the Purchaser
shall be obligated to pay such amounts to the Company or the
Trustee immediately upon demand. Such obligation shall constitute
a general corporate obligation of the Purchaser. The failure to
pay such amounts within two Business Days of such demand (except
for amounts to cover interest on a Mortgage Loan pursuant to
Sections 2.02(d) and 2.03(b)), shall cause an immediate
termination of the Purchaser's right to make any Election to
Delay Foreclosure or Election to Foreclose and the Company's
obligations under this Agreement with respect to all Mortgage
Loans to which such insufficiencies relate, without the necessity
of any further notice or demand on the part of the Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Amendment. This Agreement may be amended from
time to time by the Company and the Purchaser by written
agreement signed by the Company and the Purchaser provided that
no such amendment shall have a material adverse effect on the
holders of other Classes of Certificates.
K-10
Section 4.02. Counterparts. This Agreement may be executed
simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
Section 4.03. Governing Law. This Agreement shall be
construed in accordance with the laws of the State of New York
and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 4.04. Notices. All demands, notices and direction
hereunder shall be in writing or by telecopy and shall be deemed
effective upon receipt to:
(a) in the case of the Company, with respect to notices
pursuant to Sections 2.02 and 2.03 hereto,
GE Capital Mortgage Services, Inc.
2000 West Loop South
Suite 1917
Houston, Texas 77027
Attention: Mark Pendergrass
Telephone: (713) 964-4207
Facsimile: (713) 964-4100
with respect to all other notices pursuant to this Agreement,
GE Capital Mortgage Services, Inc.
Three Executive Campus
Cherry Hill, New Jersey 08002
Attention: General Counsel
Telephone: (609) 661-6515
Facsimile: (609) 661-6875
or such other address as may hereafter be furnished in
writing by the Company, or
(b) in the case of the Purchaser, with respect to notices
pursuant to Section 2.01,
--------------------------------
--------------------------------
Attention:______________________
Telephone:______________________
Facsimile:______________________
K-11
with respect to all other notices pursuant to this Agreement,
--------------------------------
--------------------------------
--------------------------------
Attention:______________________
Telephone:______________________
Facsimile:______________________
or such other address as may hereafter be furnished in
writing by the Purchaser, or
(c) in the case of the Trustee,
State Street Bank and Trust Company
Corporate Trust Department
Two International Place, Fifth Floor
Boston, Massachusetts 02110
Attention: Karen Beard
Telephone: (617) 664-5465
Facsimile: (617) 664-5367
Section 4.05. Severability of Provisions. If any one or more
of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever, including
regulatory, held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the
other provisions of this Agreement.
Section 4.06. Successor and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the
parties hereto and the respective successors and assigns of the
parties hereto; provided, however, that the rights under this
Agreement cannot be assigned by the Purchaser without the consent
of the Company.
Section 4.07. Article and Section Headings. The article and
section headings herein are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.
Section 4.08. Third Party Beneficiaries. The Trustee on
behalf of Certificateholders is the intended third party
beneficiary of this Agreement.
Section 4.09. Confidentiality. The Purchaser agrees that all
information supplied by or on behalf of the Company pursuant to
Section 2.01 or 2.02, including individual account information,
is the property of the Company and the Purchaser agrees to use
such information solely for the purposes set forth in this
Agreement and to hold such information confidential and not to
disclose such information.
K-12
Section 4.10. Indemnification. The Purchaser agrees to
indemnify and hold harmless the Company against any and all
losses, claims, damages or liabilities to which it may be
subject, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon
actions taken by the Company in accordance with the provisions of
this Agreement and which actions conflict or are alleged to
conflict with the Company's obligations under the Pooling and
Servicing Agreement. The Purchaser hereby agrees to reimburse the
Company on demand for the reasonable legal or other expenses
incurred by it in connection with investigating or defending any
such loss, claim, damage, liability or action.
[Section 4.11. Delayed Effectiveness. The Purchaser agrees
that, notwithstanding any other provision of this Agreement, the
Purchaser shall have no rights hereunder, and the Company shall
have no obligations hereunder, until the Class Certificate
Principal Balance of the Class B5 Certificates has been reduced
to zero and any Special Servicing and Collateral Fund Agreement
between the Company and the Purchaser relating to such Class B5
Certificates has been terminated.]
K-13
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:
K-14
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)
L-2
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]
L-3
EXHIBIT M
SCHEDULE OF DESIGNATED LOANS
SERIES 1998-22
ORIGINAL BORROWER
LOAN NO. PRINCIPAL BALANCE NAME
31744592 $98,400.00 Fleischer
7741739 $345,000.00 Braymer
EXHIBIT N
SCHEDULE OF PLEDGED ASSET MORTGAGE LOANS
None
EXHIBIT O
SENIOR PRINCIPAL PRIORITIES
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 A1, Class A2 and Class R
Certificates, the Senior Optimal Principal Amount for such
Distribution Date, in the following order of priority:
(i) to the Class A2 Certificates (the "Group II
Senior Certificates"), the Group II Senior Principal
Distribution Amount (as defined herein) for such
Distribution Date, until the Class Certificate
Principal Balance thereof has been reduced to zero;
and
(ii) sequentially, to the Class R and Class A1
Certificates (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;
(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;
