EXECUTION
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GE CAPITAL MORTGAGE SERVICES, INC.,
Seller and Servicer
and
STATE STREET BANK AND TRUST COMPANY,
Trustee
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POOLING AND SERVICING AGREEMENT
Dated as of November 1, 1996
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REMIC Multi-Class Pass-Through Certificates,
Series 1996-16
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
1.01. Definitions.............................................. 1
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
2.01. Conveyance of Mortgage Loans............................. 42
2.02. Acceptance by Trustee.................................... 45
2.03. Representations and Warranties of the Company; Mortgage
Loan Repurchase........................................ 46
2.04. Execution of Certificates................................ 52
2.05. The REMICs............................................... 52
2.06. Designations under the REMIC Provisions.................. 55
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
3.01. Company to Act as Servicer............................... 56
3.02. Collection of Certain Mortgage Loan Payments; Mortgage
Loan Payment Record; Certificate Account............... 62
3.03. Collection of Taxes, Assessments and Other Items......... 66
3.04. Permitted Debits to the Mortgage Loan Payment Record..... 66
3.05. Maintenance of the Primary Insurance Policies............ 67
3.06. Maintenance of Hazard Insurance.......................... 68
3.07. Assumption and Modification Agreements................... 69
3.08. Realization Upon Defaulted Mortgage Loans................ 70
3.09. Trustee to Cooperate; Release of Mortgage Files.......... 73
3.10. Servicing Compensation; Payment of Certain
Expenses by the Company................................ 74
3.11. Reports to the Trustee; Certificate Account Statements... 75
3.12. Annual Statement as to Compliance........................ 75
3.13. Annual Independent Public Accountants'
Servicing Report....................................... 75
3.14. Access to Certain Documentation and Information Regarding
the Mortgage Loans..................................... 76
3.15. Maintenance of Certain Servicing Policies................ 76
3.16. Optional Purchase of Defaulted Mortgage Loans............ 77
ARTICLE IV
PAYMENTS AND STATEMENTS
4.01. Distributions............................................ 77
4.02. Method of Distribution................................... 83
4.03. Allocation of Losses..................................... 84
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Section Page
4.04. Monthly Advances; Purchases of Defaulted Mortgage Loans.. 87
4.05. Statements to Certificateholders......................... 88
4.06. Servicer's Certificate................................... 91
4.07. Reports of Foreclosures and Abandonments of Mortgaged
Property............................................... 91
4.08. Reduction of Servicing Fees by Compensating Interest
Payments............................................... 91
ARTICLE V
THE CERTIFICATES
5.01. The Certificates......................................... 91
5.02. Registration of Transfer and Exchange of Certificates.... 94
5.03. Mutilated, Destroyed, Lost or Stolen Certificates........100
5.04. Persons Deemed Owners....................................101
5.05. Access to List of Certificateholders' Names
and Addresses..........................................101
5.06. Representation of Certain Certificateholders.............102
5.07. Determination of COFI....................................102
5.08. Determination of LIBOR...................................103
ARTICLE VI
THE COMPANY
6.01. Liability of the Company.................................105
6.02. Merger or Consolidation of, or Assumption of the
Obligations of, the Company............................105
6.03. Assignment...............................................105
6.04. Limitation on Liability of the Company and Others........105
6.05. The Company Not to Resign................................106
ARTICLE VII
DEFAULT
7.01. Events of Default........................................107
7.02. Trustee to Act; Appointment of Successor.................108
7.03. Notification to Certificateholders.......................109
ARTICLE VIII
THE TRUSTEE
8.01. Duties of Trustee........................................110
8.02. Certain Matters Affecting the Trustee....................111
8.03. Trustee Not Liable for Certificates or Mortgage Loans....113
8.04. Trustee May Own Certificates.............................113
8.05. The Company to Pay Trustee's Fees and Expenses...........113
8.06. Eligibility Requirements for Trustee.....................113
8.07. Resignation or Removal of Trustee........................114
8.08. Successor Trustee........................................115
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Section Page
8.09. Merger or Consolidation of Trustee.......................115
8.10. Appointment of Co-Trustee or Separate Trustee............116
8.11. Compliance with REMIC Provisions; Tax Returns............117
ARTICLE IX
TERMINATION
9.01. Termination upon Repurchase by the Company or
Liquidation of All Mortgage Loans......................117
9.02. Additional Termination Requirements......................119
ARTICLE X
MISCELLANEOUS PROVISIONS
10.01. Amendment...............................................120
10.02. Recordation of Agreement................................121
10.03. Limitation on Rights of Certificateholders..............122
10.04. Governing Law...........................................123
10.05. Notices.................................................123
10.06. Notices to the Rating Agencies..........................123
10.07. Severability of Provisions..............................124
10.08. Certificates Nonassessable and Fully Paid...............124
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Exhibits
EXHIBIT A Forms of Certificates
EXHIBIT B Principal Balance Schedules
EXHIBIT C Mortgage 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
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THIS POOLING AND SERVICING AGREEMENT, dated as of
November 1, 1996, 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: Each of the Class A4A
and Class A5E Components.
Accretion Termination Date: The earlier to occur of
(i) the Distribution Date on which the Component Principal
Balances of the Class A4A and Class A5E Components have
each been reduced to zero and (ii) the Cross-Over Date.
Accrual Amount: As to any Class of Accrual
Certificates and any Accrual Component and each
Distribution Date through the related Accretion Termination
Date, the sum of (x) any amount of Accrued Certificate
Interest allocable to such Class or Component pursuant to
Section 4.01(a)(i) on such Distribution Date and (y) any
amount of Unpaid Class Interest Shortfall allocable to such
Class or Component pursuant to Section 4.01(a)(ii) on such
Distribution Date, to the extent that such amounts are
distributed to any Accretion Directed Certificates or
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: The Class A5A Component.
Accrued Certificate Interest: As to any Distribution
Date and any Class of Certificates (other than any Class of
Principal Only Certificates and any Class of Certificates
consisting of Specified Components), interest accrued
during the related Interest Accrual Period at the
applicable Certificate Interest Rate on the Class
Certificate Principal Balance (or, in the case of any Class
of Notional Certificates other than the Class S
Certificates, on the aggregate Notional Principal Balance)
thereof immediately prior (or, in the case of the Class S
Certificates, on the aggregate Notional Principal Balance
thereof with respect) to such Distribution Date, calculated
on the basis of a 360-day year consisting of twelve 30-day
months. As to any Distribution Date and any Specified
Component, 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 the Specified Components thereof
for such Distribution Date.
Accrued Certificate Interest on each Class of
Certificates (other than any Class of Principal Only
Certificates and Class of Certificates consisting of
Specified Components) and any Specified Component shall be
reduced by such Class's or Specified Component's share of
the amount of any Net Interest Shortfall and Interest
Losses for such Distribution Date. Any Net Interest
Shortfall and Interest Losses shall be allocated among the
Classes of Certificates (other than any Class of Principal
Only Certificates and Class of Certificates consisting of
Specified Components) and among 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.
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
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definition of Junior Optimal Principal Amount, and as to
the Class M Certificates and each Class of Class B
Certificates for which the related Prepayment Distribution
Trigger has been satisfied on such Distribution Date, the
fraction, expressed as a percentage, the numerator of which
is the Class Certificate Principal Balance of such Class
and the denominator of which is the aggregate Class
Certificate Principal Balance of all such Classes. As to
any Distribution Date and each Class of Class B
Certificates for which the related Prepayment Distribution
Trigger has not been satisfied on such Distribution Date,
0%.
Amortization Payment: As to any REO Mortgage Loan and
any month, the payment of principal and accrued interest
due in such month in accordance with the terms of the
related Mortgage Note as contemplated by Section 3.08(b).
Amount Held for Future Distribution: As to each
Distribution Date, the total of all amounts credited to the
Mortgage Loan Payment Record as of the preceding
Determination Date on account of (i) Principal Prepayments,
Insurance Proceeds and Liquidation Proceeds received
subsequent to the preceding Prepayment Period applicable to
such receipts, and (ii) monthly payments of principal and
interest due subsequent to the preceding Due Date.
Anniversary Determination Date: The Determination Date
occurring in December of each year that the Certificates are
outstanding, commencing in December 1996.
Assumed Monthly Payment Reduction: As of any
Anniversary Determination Date and as to any Non-Primary
Residence Loan remaining in the Mortgage Pool whose
original principal balance was 80% or greater of the
Original Value thereof, the excess of (i) the Monthly
Payment thereof calculated on the assumption that the
Mortgage Rate thereon was equal to the weighted average (by
principal balance) of the Net Mortgage Rates of all
Outstanding Mortgage Loans (the "Weighted Average Rate") as
of such Anniversary Determination Date over (ii) the
Monthly Payment thereof calculated on the assumption that
the Net Mortgage Rate thereon was equal to the Weighted
Average Rate less 1.25% per annum.
Available Funds: As to each Distribution Date, an
amount equal to the sum of (i) all amounts credited to the
Mortgage Loan Payment Record pursuant to Section 3.02 as of
the preceding Determination Date, (ii) any Monthly Advance
and any Compensating Interest Payment for such Distribution
Date, (iii) the Purchase Price of any Defective Mortgage
Loans, Defaulted Mortgage Loans, and Modified Mortgage
Loans deposited in the Certificate Account on the Business
Day
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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, and (y) amounts permitted to be
debited from the Mortgage Loan Payment Record pursuant to
clauses (i) through (vii) of Section 3.04.
Bankruptcy Coverage Termination Date: The Distribution
Date upon which the Bankruptcy Loss Amount has been reduced
to zero or a negative number (or the Cross-Over Date, if
earlier).
Bankruptcy Loss Amount: As of any Determination Date
prior to the first Anniversary Determination Date, the
Bankruptcy Loss Amount shall equal $100,000, as reduced by
the aggregate amount of Deficient Valuations and Debt
Service Reductions since the Cut-off Date. As of any
Determination Date after the first Anniversary
Determination Date, other than an Anniversary Determination
Date, the Bankruptcy Loss Amount shall equal the Bankruptcy
Loss Amount on the immediately preceding Anniversary
Determination Date as reduced by the aggregate amount of
Deficient Valuations and Debt Service Reductions since such
preceding Anniversary Determination Date. As of any
Anniversary Determination Date, the Bankruptcy Loss Amount
shall equal the lesser of (x) the Bankruptcy Loss Amount as
of the preceding Determination Date as reduced by any
Deficient Valuations and Debt Service Reductions for the
preceding Distribution Date, and (y) the greater of (i) the
Fitch Formula Amount for such Anniversary Determination
Date and (ii) the S&P 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.
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
4
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 A5, Class B3, Class B4, Class B5, Class PO, Class R,
Class RL and Class S Certificates, constitutes a Class of
Book-Entry Certificates.
Book-Entry Nominee: As defined in Section 5.02(b).
Business Day: Any day other than a Saturday or a
Sunday, or a day on which banking institutions in New York
City or the city in which the Corporate Trust Office is
located are authorized or obligated by law or executive
order to be closed.
Buydown Funds: Funds contributed by the Mortgagor or
another source in order to reduce the interest payments
required from the Mortgagor for a specified period in
specified amounts.
Buydown Mortgage Loan: Any Mortgage Loan as to which
the Mortgagor pays less than the full monthly payment
specified in the Mortgage Note during the Buydown Period
and the difference between the amount paid by the Mortgagor
and the amount specified in the Mortgage Note is paid from
the related Buydown Funds.
Buydown Period: The period during which Buydown Funds
are required to be applied to the related Buydown Mortgage
Loan.
Certificate: Any one of the certificates signed and
countersigned by the Trustee in substantially the forms
attached hereto as Exhibit A.
Certificate Account: The trust account or accounts
created and maintained with the Trustee pursuant to Section
3.02 and which must be an Eligible Account.
Certificate Interest Rate: With respect to any Class
of Certificates, other than the LIBOR Certificates and the
Class S Certificates, and as of any Distribution Date, the
per annum fixed rate specified in Section 5.01(b). With
respect to each Class of LIBOR Certificates, the per annum
variable rate at any time at which interest accrues on the
Certificates of such Class, as determined pursuant to
Section 5.01(f). With respect to the Class S Certificates
and any Distribution Date, the Strip Rate for such
Distribution Date.
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Certificate Owner: With respect to any Book-Entry
Certificate, the person who is the beneficial owner thereof.
Certificate Principal Balance: As to any Certificate
other than a Notional Certificate, and as of any
Distribution Date, the Initial Certificate Principal
Balance of such Certificate (plus, in the case of any
Accrual Certificate, its Percentage Interest of any related
Accrual Amount for each previous Distribution Date) less
the sum of (i) all amounts distributed with respect to such
Certificate in reduction of the Certificate Principal
Balance thereof on previous Distribution Dates pursuant to
Section 4.01, (ii) any Realized Losses allocated to such
Certificate on previous Distribution Dates pursuant to
Section 4.03(b) and (c), and (iii) in the case of a
Subordinate Certificate, such Certificate's Percentage
Interest of the Subordinate Certificate Writedown Amount
allocated to such Certificate on previous Distribution
Dates. The Notional Certificates are issued without
Certificate Principal Balances.
Certificate Register and Certificate Registrar: The
register maintained and the registrar appointed pursuant to
Section 5.02.
Certificateholder or Holder: The person in whose name
a Certificate is registered in the Certificate Register,
except that, solely for the purposes of giving any consent
pursuant to this Agreement, a Certificate of any Class to
the extent that the Company or any affiliate is the
Certificate Owner or Holder thereof (except to the extent
the Company or any affiliate thereof shall be the
Certificate Owner or Holder of all Certificates of such
Class), shall be deemed not to be outstanding and the
Percentage Interest (or Voting Rights) evidenced thereby
shall not be taken into account in determining whether the
requisite amount of Percentage Interests (or Voting Rights)
necessary to effect any such consent has been obtained;
provided, however, that in determining whether the Trustee
shall be protected in relying on such consent only the
Certificates that the Trustee knows to be so held shall be
so disregarded.
Class: All Certificates bearing the same class
designation or any Lower Tier Interest.
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
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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 Component, any amount
by which the amount distributed to Holders of such Class of
Certificates or in respect of such 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) on such Distribution Date is less
than the Accrued Certificate Interest thereon for such
Distribution 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 27, 1996.
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.
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Compensating Interest Payment: With respect to any
Distribution Date, an amount equal to the aggregate of the
Interest Shortfalls described in clauses (a) and (b) of the
definition thereof with respect to such Distribution Date;
provided, however, that such amount shall not exceed the
lesser of (i) an amount equal to the product of (x) the
Pool Scheduled Principal Balance with respect to such
Distribution Date and (y) one-twelfth of 0.125%, and (ii)
the aggregate of the Servicing Fees that the Company would
be entitled to retain on such Distribution Date (less any
portion thereof paid as servicing compensation to any
Primary Servicer) without giving effect to any Compensating
Interest Payment.
Component: Any of the components of a Class of
Component Certificates having the designations, initial
Component Principal Balances and Component Interest Rates as
follows:
Initial Component Component
Designation Principal Balance Interest Rate
Class A3A $ 3,259,000.00 9.000%
Class A3B 2,929,000.00 9.000
Class A4A 26,900,000.00 7.375
Class A4B 6,810,000.00 7.375
Class A5A 27,428,000.00 7.750
Class A5B 2,862,000.00 7.750
Class A5C (1) 7.750
Class A5D (1) 7.750
Class A5E 29,207,000.00 7.750
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(1) The Class A5C Component will be issued with an initial
Notional Component Balance of $5,564,193, and the Class A5D
Component will be issued with an initial Notional Component
Balance of $1,301,612.
Component Certificate: Any Class A3, Class A4 or Class
A5 Certificates.
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).
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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.
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 000 Xxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Corporate
Trust Department.
Corresponding Class: With respect to any Class of
Lower Tier Interests, the Class or Classes of Certificates,
and with respect to any Class of Certificates, the Class or
Classes of Lower Tier Interests, appearing opposite such
Class of Lower Tier Interests or Certificates in the table
included in Section 2.05(a).
Corresponding Component: With respect to any Class of
Lower Tier Interests, the Component or Components of a
Class of Certificates, and with respect to any Component or
Components of a Class of Certificates, the Class or Classes
of Lower Tier Interests, appearing opposite such Class of
Lower Tier Interests or Components in the table included in
Section 2.05(a).
Cross-Over Date: The first Distribution Date on which
the aggregate Class Certificate Principal Balance of the
Junior Certificates has been reduced to zero (giving effect
to all distributions on such Distribution Date).
Cut-off Date: November 1, 1996.
Debt Service Reduction: As to any Mortgage Loan and
any Determination Date, the excess of (a) the then current
Monthly Payment for such Mortgage Loan over (b) the amount
of the monthly payment of principal and interest required
to be paid by the Mortgagor as established by a court of
competent jurisdiction as a result of a proceeding
initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.).
Defaulted Mortgage Loan: With respect to any
Determination Date, a Mortgage Loan as to which the related
Mortgagor has failed to make unexcused payment in full of a
total of three or more consecutive installments of
principal and interest, and as to which such delinquent
installments
9
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(3) 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: None.
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 7.75% per annum.
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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
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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 M, Class B or
Class S Certificate.
Event of Default: An event described in Section 7.01.
Excess Bankruptcy Loss: Any Deficient Valuation or
Debt Service Reduction, or portion thereof, (i) occurring
after the Bankruptcy Coverage Termination Date or (ii) if
on such date, in excess of the then-applicable Bankruptcy
Loss Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof,
(i) occurring after the Fraud Coverage Termination Date or
(ii) if on such date, in excess of the then-applicable
Fraud Loss Amount.
Excess Loss: Any Excess Bankruptcy Loss, Excess Fraud
Loss or Excess Special Hazard Loss.
Excess Special Hazard Loss: Any Special Hazard Loss,
or portion thereof, (i) occurring after the Special Hazard
Termination Date or (ii) if on such date, in excess of the
then-applicable Special Hazard Loss Amount.
FDIC: The Federal Deposit Insurance Corporation, or
its successor in interest.
FHLMC: The Federal Home Loan Mortgage Corporation or
its successor in interest.
Financial Intermediary: A broker, dealer, bank or
other financial institution or other Person that clears
through or maintains a custodial relationship with a
Depository Participant.
Fitch: Fitch Investors Service, L.P. and its
successors.
00
Xxxxx Xxxxxxx Xxxxxx: 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.
Fraud Coverage Termination Date: The Distribution Date
upon which the related Fraud Loss Amount has been reduced
to zero or a negative number (or the Cross-Over Date, if
earlier).
Fraud Loss: Any Realized Loss attributable to fraud in
the origination of the related Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after
the Cut-off Date, (x) prior to the first anniversary of the
Cut-off Date, an amount equal to $4,029,186 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
through 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) 1.00% 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. After the fifth anniversary of the
Cut-off Date the Fraud Loss Amount shall be zero.
Group I Excess Amount: As set forth in the definition
of Group I Senior Optimal Principal Amount.
Group I Final Distribution Date: The Distribution Date
on which the Group I Senior Certificate Principal Balance is
reduced to zero.
Group I Scheduled Distribution Percentage: As to any
Distribution Date prior to December 2001, the Senior
13
Percentage for such Distribution Date. For any Distribution
Date occurring on or after December 2001, the Group I
Senior Percentage for such Distribution Date.
Group I Senior Certificate: Any Class A1, Class
A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class R or Class RL Certificate.
Group I Senior Certificate Principal Balance: As to
any Distribution Date, an amount equal to the sum of the
Class Certificate Principal Balances of the Group I Senior
Certificates.
Group I Senior Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of:
(i) the Group I Scheduled Distribution 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
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 Group I Senior Prepayment Percentage of the
applicable Non-PO Percentage of all principal
prepayments in part received during the related
Prepayment Period, together with the Group I
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 Group I Scheduled
Distribution Percentage of the applicable Non-PO
Percentage of the sum of (A) the Scheduled
Principal Balance of each Mortgage Loan that
became a Liquidated Mortgage Loan (other than
Mortgage Loans described in clause (B)) during the
related Prepayment Period and (B) the Scheduled
Principal Balance of each Mortgage Loan that was
purchased by an insurer from the Trustee during
the related Prepayment Period pursuant to the
related Primary Insurance Policy, as reduced in
each case by the Group I Scheduled Distribution
14
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 Group I
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 Group I 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 Group I 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. If
on the Group I Final Distribution Date the Group I Senior
Optimal Principal Amount exceeds the amount necessary to
reduce the Group I Senior Certificate Principal Balance to
zero, then the Group I Senior Optimal Principal Amount
shall be reduced by an amount equal to such excess (the
"Group I Excess Amount") and the Group II Senior Optimal
Principal Amount shall be increased by the Group I Excess
Amount.
Group I Senior Percentage: As to any Distribution
Date, the lesser of (i) 100% and (ii) the percentage
(carried to six places rounded up) obtained by dividing the
Group I Senior Certificate Principal Balance immediately
prior to such Distribution Date by an amount equal to the
sum of the Class Certificate Principal Balances of all the
Certificates (other than the Class PO and Class S
Certificates) immediately prior to such Distribution Date.
Group I Senior Prepayment Percentage: As to any
Distribution Date, the Senior Prepayment Percentage minus
the Group II Senior Prepayment Percentage for such
Distribution Date.
15
After the Group I Senior Certificate Principal Balance has
been reduced to zero, the Group I Senior Prepayment
Percentage shall be zero.
Group II Scheduled Distribution Percentage: As to any
Distribution Date, the Senior Percentage minus the Group I
Scheduled Distribution Percentage for such Distribution
Date; except that, on any Distribution Date after the Group
I Final Distribution Date, the Group II Scheduled
Distribution Percentage shall equal the Senior Percentage.
Group II Senior Certificate: Any Class A8
Certificate.
Group II Senior Certificate Principal Balance: As
of any Distribution Date, an amount equal to the Class
Certificate Principal Balance of the Group II Senior
Certificates.
Group II Senior Optimal Principal Amount: As to
any Distribution Date, an amount equal to the sum of:
(i) the Group II Scheduled Distribution 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
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 Group II Senior Prepayment Percentage of the
applicable Non-PO Percentage of all principal
prepayments in part received during the related
Prepayment Period, together with the Group II
Senior Prepayment Percentage of the 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 amount by which (a) 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
16
related Prepayment Period and (B) the Scheduled
Principal Balance of each Mortgage Loan that was
purchased by an insurer from the Trustee during
the related Prepayment Period pursuant to the
related Primary Insurance Policy, as reduced in
each case by the Senior Percentage of the
applicable Non-PO Percentage of the principal
portion of any Excess Losses (other than Excess
Bankruptcy Losses attributable to Debt Service
Reductions), and (y) the Senior Prepayment
Percentage of the applicable Non-PO Percentage of
the sum of (A) all Net Liquidation Proceeds
allocable to principal received in respect of
each such Liquidated Mortgage Loan (other than
Mortgage Loans described in clause (B)) and (B)
the principal balance of each such Mortgage Loan
purchased by an insurer from the Trustee pursuant
to the related Primary Insurance Policy, in each
case during the related Prepayment Period exceeds
(b) the amount distributable pursuant to clause
(iii) of the definition of Group I Senior Optimal
Principal Amount;
(iv) the Group II 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 Group II 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. On
the Group I Final Distribution Date, the Group II Senior
Optimal Principal Amount shall be increased by the Group I
Excess Amount, if any.
Group II Senior Percentage: As to any Distribution
Date, the Senior Percentage minus the Group I Senior
Percentage.
Group II Senior Prepayment Percentage: For any
Distribution Date occurring prior to the fifth anniversary
of the first Distribution Date, 0.00%.
17
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
2001 to and including the Distribution Date in
November 2002, 30% of the Group II Senior
Percentage for such Distribution Date;
(ii) for any Distribution Date subsequent to November
2002 to and including the Distribution Date in
November 2003, 40% of the Group II Senior
Percentage for such Distribution Date;
(iii) for any Distribution Date subsequent to November
2003 to and including the Distribution Date in
November 2004, 60% of the Group II Senior
Percentage for such Distribution Date;
(iv) for any Distribution Date subsequent to November
2004 to and including the Distribution Date in
November 2005, 80% of the Group II Senior
Percentage for such Distribution Date; and
(v) for any Distribution Date thereafter, the Group
II Senior Percentage for such Distribution Date.
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: 5.3750% per annum.
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 or any
Component, the one-month period ending on the last day of
the month preceding the month in which such Distribution
Date occurs.
Interest Losses: The interest portion of (i) on or
prior to the Cross-Over Date, any Excess Losses and (ii)
18
after the Cross-Over Date, any Realized Losses and Debt
Service Reductions.
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 (including the
Purchase Price of any Modified Mortgage Loan purchased
pursuant to Section 3.01(c)) 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 (including the
Purchase Price of any Modified Mortgage Loan purchased
pursuant to Section 3.01(c)) received by the Company
(or of which the Company receives notice, in the case
of a Mortgage Loan serviced by a Primary Servicer) on
or after the first day but on or before the fifteenth
day of the month of such Distribution Date: none; and
(d) Relief Act Mortgage Loans: As to any Relief
Act Mortgage Loan, the excess of (i) 30 days' interest
(or, in the case of a Principal Prepayment in full,
interest to the date of prepayment) on the Scheduled
Principal Balance thereof (or, in the case of a
Principal Prepayment in part, on the amount so
prepaid) at the related Net Mortgage Rate over (ii) 30
days' interest (or, in the case of a Principal
Prepayment in full, interest to the date of
prepayment) on such Scheduled Principal Balance (or,
in the case of a Principal Prepayment in part, on the
amount so prepaid) at the Net Mortgage Rate required
to be paid by the Mortgagor as limited by application
of the Relief Act.
Junior Certificate: Any Class M or Class B
Certificate.
19
Junior Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of the
following (but in no event greater than the aggregate
Certificate Principal Balance of the Junior Certificates
immediately prior to such Distribution Date):
(i) the Junior Percentage of the applicable Non-PO
Percentage of the principal portion of each
Monthly Payment due on the related Due Date on
each Outstanding Mortgage Loan as of such Due Date
as specified in the amortization schedule at the
time applicable thereto (after adjustment for
previous Principal Prepayments and 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 each of the definitions of Group I
Senior Optimal Principal Amount and Group II
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
20
(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.
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 Senior Certificate Principal Balance 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, 2028.
LIBOR: The per annum rate determined, pursuant to
Section 5.08, on the basis of London interbank offered rate
quotations for one-month Eurodollar deposits, as such
quotations may appear on the display designated as page
"LIBO" on the Reuters Monitor Money Rates Service (or such
other page as may replace the LIBO page on the Reuters
Monitor Money Rates Service for the purpose of displaying
London interbank offered quotations of major banks).
LIBOR Certificate: Any Class A6 or Class A7
Certificates.
LIBOR Determination Date: The second London Business
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
21
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.
London Business Day: Any day on which banks are open
for dealing in foreign currency and exchange in London,
England and New York City.
Loss Allocation Limitation: As defined in Section
4.03(g).
Lower Tier Balance: As to each Class of Lower Tier
Interests and any Distribution Date, the initial Lower Tier
Balance thereof set forth or specified in Section 2.05(a)
(plus, in the case of any Class of Lower Tier Interests as
to which the Corresponding Class is a Class of Accrual
Certificates or an Accrual Component, an amount equal to
the Accrual Amount for such Corresponding Class for each
previous Distribution Date) less the sum of (i) the
aggregate amount of principal allocable thereto on previous
Distribution Dates pursuant to Section 2.05(c) and (ii) any
Realized Losses or Subordinate Certificate Writedown Amount
allocated thereto on previous Distribution Dates.
Lower Tier Interest: Any one of the Classes of regular
interests in the Lower Tier REMIC described as such in
Section 2.05(a).
Lower Tier Interest Rate: As to each Lower Tier
Interest, the applicable "Lower Tier Interest Rate," if any,
set forth in Section 2.05(a) hereof.
Lower Tier REMIC: One of the two separate REMICs
comprising the Trust Fund, the assets of which consist of
the assets and rights specified in clauses (i) through (ix)
of the definition of the term Trust Fund.
Modified Mortgage Loan: Any Mortgage Loan which the
Company has modified pursuant to Section 3.01(c).
Monthly Advance: With respect to any Distribution
Date, the aggregate of the advances required to be made by
22
the Company pursuant to Section 4.04(a) (or by the Trustee
pursuant to Section 4.04(b)) on such Distribution Date, the
amount of any such Monthly Advance being equal to (a) the
aggregate of payments of principal and interest (adjusted
to the related Net Mortgage Rate) on the Mortgage Loans
that were due on the related Due Date, without regard to
any arrangements entered into by the Company with the
related Mortgagors pursuant to Section 3.02(a)(ii), and
delinquent as of the close of business on the Business Day
next preceding the related Determination Date, less (b) the
amount of any such payments which the Company or the
Trustee, as applicable, in its reasonable judgment believes
will not be ultimately recoverable by it either out of late
payments by the Mortgagor, Net Liquidation Proceeds,
Insurance Proceeds, REO Proceeds or otherwise. With respect
to any Mortgage Loan, the portion of any such advance or
advances made with respect thereto.
Monthly Payment: The scheduled monthly payment on a
Mortgage Loan for any month allocable to principal or
interest on such Mortgage Loan.
Moody's: Xxxxx'x Investors Service, Inc. and its
successors.
Mortgage: The mortgage or deed of trust creating a
first lien on a fee simple interest in real property
securing a Mortgage Note.
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
23
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 property securing the Mortgage
Note.
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 for such Distribution Date over any
Compensating Interest Payment for such date.
Net Liquidation Proceeds: As to any Liquidated
Mortgage Loan, the sum of (i) any Liquidation Proceeds
therefor less the related Liquidation Expenses, and (ii)
any Insurance Proceeds therefor, other than any such
Insurance Proceeds applied to the restoration of the
related Mortgaged Property.
Net Mortgage Rate: With respect to any Mortgage Loan,
the related Mortgage Rate less the applicable Servicing Fee
Rate.
Non-Book-Entry Certificate: Any Certificate other than
a Book-Entry Certificate.
Non-Credit Loss: Any Fraud Loss, Special Hazard Loss
or Deficient Valuation.
Non-Discount Mortgage Loan: Any Mortgage Loan with a
Net Mortgage Rate greater than or equal to 7.75% 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 7.75%. As to any
Non-Discount Mortgage Loan, 100%.
Non-Primary Residence Loan: Any Mortgage Loan secured
by a Mortgaged Property that is (on the basis of
24
representations made by the Mortgagors at origination) a
second home or investor-owned property.
Nonrecoverable Advance: All or any portion of any
Monthly Advance or Monthly Advances previously made by the
Company (or the Trustee) which, in the reasonable judgment
of the Company (or, as applicable, the Trustee) will not be
ultimately recoverable from related Net Liquidation
Proceeds, Insurance Proceeds, REO Proceeds or otherwise.
The determination by the Company that it has made a
Nonrecoverable Advance or that any advance, if made, would
constitute a Nonrecoverable Advance, shall be evidenced by
an Officer's Certificate of the Company delivered to the
Trustee and detailing the reasons for such determination.
Non-U.S. Person: As defined in Section 4.02(c).
Notional Certificate: Any Class S Certificate.
Notional Component: The Class A5C Component and the
Class A5D Component.
Notional Component Balance: As to any Distribution
Date and the Class A5C Component, the product of (x) a
fraction, the numerator of which is the excess of 7.75%
over the weighted average of the Certificate Interest Rates
and Component Interest Rates of the PAC Certificates and
PAC Components, respectively, and the denominator of which
is 7.75%, and (y) the sum of the Class Certificate
Principal Balances and Component Principal Balances of the
PAC Certificates and the PAC Components, respectively.
As to any Distribution Date and the Class A5D
Component, the product of (x) a fraction, the numerator of
which is the excess of 7.75% over the weighted average
Component Interest Rate of the TAC Components, and the
denominator of which is 7.75%, and (y) the sum of the
Component Principal Balances of the TAC Components.
Notional Principal Balance: As to any Distribution
Date and the Class S Certificates, the aggregate Scheduled
Principal Balance of the Outstanding Non-Discount Mortgage
Loans as of the Due Date in the month preceding such
Distribution Date. As to any Distribution Date and any
Class S Certificate, such Certificate's Percentage Interest
of the aggregate Notional Principal Balance of the Class S
Certificates for such Distribution Date.
Officer's Certificate: A certificate signed by the
President, a Senior Vice President or a Vice President of
the Company and delivered to the Trustee.
25
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), 3.01(c) 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: Any Class A1 or Class A2
Certificates.
PAC Component: Any of the Class A3A, Class A3B, Class
A4B and Class A5B Components.
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.
26
Percentage Interest: With respect to any Certificate,
the percentage interest in the undivided beneficial
ownership interest in the Trust Fund evidenced by
Certificates of the same Class as such Certificate. With
respect to any Certificate, the Percentage Interest
evidenced thereby shall equal the Initial Certificate
Principal Balance (or, in the case of a Notional
Certificate, the initial Notional Principal Balance)
thereof divided by the aggregate Initial Certificate
Principal Balance (or, in the case of a Notional
Certificate, the aggregate initial Notional Principal
Balance) of all Certificates of the same Class.
Permitted Investments: One or more of the following;
provided, however, that no such Permitted Investment may
mature later than the Business Day preceding the
Distribution Date after such investment except as otherwise
provided in Section 3.02(e) hereof, provided, further, that
such investments qualify as "cash flow investments" as
defined in section 860G(a)(6) of the Code:
(i) obligations of, or guaranteed as to timely
receipt of principal and interest by, the United
States or any agency or instrumentality thereof when
such obligations are backed by the full faith and
credit of the United States;
(ii) repurchase agreements on obligations
specified in clause (i) provided that the unsecured
obligations of the party agreeing to repurchase such
obligations are at the time rated by each Rating
Agency in the highest long-term rating category;
(iii) federal funds, certificates of deposit, time
deposits and banker's acceptances, of any U.S.
depository institution or trust company incorporated
under the laws of the United States or any state
provided that the debt obligations of such depository
institution or trust company at the date of
acquisition thereof have been rated by each Rating
Agency in the highest long-term rating category;
(iv) commercial paper of any corporation
incorporated under the laws of the United States or
any state thereof which on the date of acquisition has
the highest short term rating of each Rating Agency;
and
(v) other obligations or securities that are
acceptable to each Rating Agency as a Permitted
Investment hereunder and will not, as evidenced in
writing, result in a reduction or withdrawal in the
then current rating of the Certificates.
27
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, 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.
PO Percentage: As to any Discount Mortgage Loan, a
fraction (expressed as a percentage), the numerator of
which is the excess of 7.75% over the Net Mortgage Rate of
such Discount Mortgage Loan and the denominator of which is
7.75%. 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 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
28
to the related Primary Insurance Policy, in each
case during the related Prepayment Period;
(iv) the Scheduled Principal Balance (as reduced by
any Deficient Valuation occurring on or prior to
the Bankruptcy Coverage Termination Date) of each
Mortgage Loan which was purchased on such
Distribution Date pursuant to Section 2.02,
2.03(a) or 3.16; and
(v) the Substitution Amount for any Mortgage Loan
substituted during the month of such Distribution
Date; for purposes of this clause (v), the
definition of "Substitution Amount" shall be
modified to reduce the Scheduled Principal Balance
of the Mortgage Loan that is substituted for by
any Deficient Valuation occurring on or prior to
the Bankruptcy Coverage Termination Date.
For purposes of clause (ii) above, a Voluntary Principal
Prepayment in full with respect to a Mortgage Loan serviced
by a Primary Servicer shall be deemed to have been received
when the Company, as servicer, receives notice thereof.
Pool Scheduled Principal Balance: With respect to any
Distribution Date, the aggregate Scheduled Principal
Balance of all the Mortgage Loans that were Outstanding
Mortgage Loans on the Due Date in the month next preceding
the month of such Distribution Date (or, in the case of the
first Distribution Date, the Cut-off Date; or, if so
specified, such other date).
Prepayment Assumption: The assumed fixed schedule of
prepayments on a pool of new mortgage loans with such
schedule given as a monthly sequence of prepayment rates,
expressed as annualized percent values. These values start
at 0.2% per year in the first month, increase by 0.2% per
year in each succeeding month until month 30, ending at
6.0% per year. At such time, the rate remains constant at
6.0% per year for the balance of the remaining term.
Multiples of the Prepayment Assumption are calculated from
this prepayment rate series.
Prepayment Assumption Multiple: 250% 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
29
thereto, if any, on such Distribution Date, and the
denominator of which is the Pool Scheduled Principal
Balance for such Distribution Date, equals or exceeds (y)
such percentage calculated as of the Closing Date.
Prepayment Interest Excess: As to any Voluntary
Principal Prepayment in full received from the first day
through the fifteenth day of any calendar month (other than
the calendar month in which the Cut-off Date occurs), all
amounts paid in respect of interest on such Principal
Prepayment. For purposes of determining the amount of
Prepayment Interest Excess for any month, a Voluntary
Principal Prepayment in full with respect to a Mortgage
Loan serviced by a Primary Servicer shall be deemed to have
been received when the Company, as servicer, receives
notice thereof. All Prepayment Interest Excess shall be
retained by the Company, as servicer, as additional
servicing compensation.
Prepayment Period: With respect to any Distribution
Date and any Voluntary Principal Prepayment in part or
other Principal Prepayment other than a Voluntary Principal
Prepayment in full, the calendar month preceding the month
of such Distribution Date; with respect to any Distribution
Date and any Voluntary Principal Prepayment in full, the
period beginning on the sixteenth day of the calendar month
preceding the month of such Distribution Date (or, in the
case of the first Distribution Date, beginning on the
Cutoff 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,
30
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, any Purchase
Price of a Modified Mortgage Loan purchased pursuant to
Section 3.01(c) 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: Either of the private
placement memorandum relating to the Restricted Junior
Certificates or the private placement memorandum relating
to the Class A5 Certificates, each dated November 21, 1996.
Prohibited Transaction Exemption: U.S. Department of
Labor Prohibited Transaction Exemption 91-14, 56 Fed. Reg.
7413, February 22, 1991.
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.
Purchase Price: With respect to any Mortgage Loan
required or permitted to be purchased hereunder from the
Trust Fund, an amount equal to 100% of the unpaid principal
balance thereof plus interest thereon at the applicable
Mortgage Rate from the date to which interest was last paid
to the first day of the month in which such purchase price
is to be distributed; provided, however, that if the
Company is the servicer hereunder, such purchase price
shall be net of unreimbursed Monthly Advances with respect
to such Mortgage Loan, and the interest component of the
Purchase Price may be computed on the basis of the Net
Mortgage Rate for such Mortgage Loan; and provided,
further, that if such Mortgage Loan is a Modified Mortgage
Loan, the interest
31
component of the Purchase Price shall be computed (i) on
the basis of the applicable Mortgage Rate before giving
effect to the related modification and (ii) from the date
to which interest was last paid to the date on which such
Modified Mortgage Loan is assigned to the Company pursuant
to Section 3.01(c).
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 Class M, Class B1, Class B2, Class
B3 and Class B4 Certificates, Fitch shall be the sole
Rating Agency.
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,
32
which appear at sections 860A through 860G of Part IV of
Subchapter M of Chapter 1 of the Code, and related
provisions, and U.S. Office of the Treasury temporary or
final regulations promulgated thereunder, as the foregoing
may be in effect from time to time, as well as provisions
of applicable state laws.
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).
Reserve Fund: None.
Reserve Interest Rate: As defined in Section 5.08.
Residual Certificate: Any Class R or Class RL
Certificate.
Responsible Officer: When used with respect to the
Trustee, any officer or assistant officer assigned to and
working in the Corporate Trust Department of the Trustee
and, also, with respect to a particular matter, any other
officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular
subject.
Restricted Certificate: Any Restricted Junior
Certificate or any Class A5 or Class S Certificate.
Restricted Junior Certificate: Any Class B3, Class B4
or Class B5 Certificate.
S&P: Standard & Poor's Rating Services, a division of
The XxXxxx-Xxxx Companies, Inc., and its successors.
S&P 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.
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,
33
the balance designated as such for such Distribution Date
and such Class or Component as set forth in the Principal
Balance Schedules.
Scheduled Certificates: 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.
Senior Certificate: Any Class A1, Class A2, Class A3,
Class A4, Class A5, Class A6, Class A7, Class A8, Class PO,
Class R or Class RL 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 the Group
I Senior Optimal Principal Amount for such date and the
Group II Senior Optimal Principal Amount for such date.
Senior Percentage: As to any Distribution Date, the
lesser of (i) 100% and (ii) the percentage (carried to six
places rounded up) obtained by dividing the Senior
Certificate Principal Balance immediately prior to such
Distribution Date by an amount equal to the sum of the
Certificate Principal Balances of all the Certificates
other than any Class PO Certificates immediately prior to
such Distribution Date.
Senior Prepayment Percentage: For any Distribution
Date occurring prior to the fifth anniversary of the first
34
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
2001 to and including the Distribution Date in
November 2002, 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
2002 to and including the Distribution Date in
November 2003, 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
2003 to and including the Distribution Date in
November 2004, the Senior Percentage for such
Distribution Date plus 40% of the Junior
Percentage for such Distribution Date;
(iv) 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 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
35
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 2001 and
November 2002, (b) 35% of the Original Subordinate
Principal Balance if such Distribution Date occurs
between and including December 2002 and November 2003,
(c) 40% of the Original Subordinate Principal Balance
if such Distribution Date occurs between and including
December 2003 and November 2004, (d) 45% of the
Original Subordinate Principal Balance if such
Distribution Date occurs between and including
December 2004 and November 2005 and (e) 50% of the
Original Subordinate Principal Balance if such
Distribution Date occurs during or after December
2005; 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 2001 and November 2002,
(b) 15% of the Original Subordinate Principal Balance
if such Distribution Date occurs between and including
December 2002 and November 2003, (c) 20% of the
Original Subordinate Principal Balance if such
Distribution Date occurs between and including
December 2003 and November 2004, (d) 25% of the
Original Subordinate Principal Balance if such
Distribution Date occurs between and including
December 2004 and November 2005, and (e) 30% of the
Original Subordinate Principal Balance if such
Distribution Date occurs during or after December
2005.
Servicer's Certificate: A certificate, completed by
and executed on behalf of the Company by a Servicing
Officer in accordance with Section 4.06, substantially in
the form of Exhibit D hereto or in such other form as the
Company and the Trustee shall agree.
Servicing Fee: As to any Mortgage Loan and
Distribution Date, an amount equal to the product of (i)
the Scheduled Principal Balance of such Mortgage Loan as of
the Due Date in the preceding calendar month and (ii) the
Servicing Fee Rate for such Mortgage Loan.
36
Servicing Fee Rate: As to any Mortgage Loan, the per
annum rate identified as such for such Mortgage Loan and set
forth in the Mortgage Loan Schedule.
Servicing Officer: Any officer of the Company involved
in, or responsible for, the administration and servicing of
the Mortgage Loans whose name appears on a list of
servicing officers attached to an Officer's Certificate
furnished to the Trustee by the Company, as such list may
from time to time be amended.
Single Certificate: A Certificate with an Initial
Certificate Principal Balance, or initial Notional
Principal Balance, of $1,000 or, in the case of a Class of
Certificates issued with an initial Class Certificate
Principal Balance or initial Notional Principal Balance of
less than $1,000, such lesser amount.
Special 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:
(1) normal wear and tear;
(2) conversion or other dishonest act on the part of
the Trustee, the Company or any of their agents or
employees; or
(3) 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 $2,014,593 minus the sum of (i)
the aggregate amount of Special Hazard Losses that would
have been allocated to the Junior Certificates in
accordance with Section 4.03 in the absence of the Loss
Allocation Limitation and (ii) the Adjustment Amount (as
defined below) as most recently calculated. On each
anniversary of the Cut-off Date, the "Adjustment Amount"
shall be equal to the amount, if any, by which the amount
calculated in accordance
37
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: Any of the Components of the
Class A5 Certificates.
Startup Day: As defined in Section 2.06(c).
Strip Rate: With respect to the Class S Certificates
and any Distribution Date, a variable rate per annum equal
to the excess of (x) the weighted average (by Scheduled
Principal Balance) carried to six decimal places, rounded
down, of the Net Mortgage Rates of the Outstanding
Non-Discount Mortgage Loans as of the Due Date in the
preceding calendar month (or the Cut-off Date, in the case
of the first Distribution Date) over (y) 7.75%; provided,
however, that such calculation shall not include any
Mortgage Loan that was the subject of a Voluntary Principal
Prepayment in full received by the Company (or of which the
Company received notice, in the case of a Mortgage Loan
serviced by a Primary Servicer) on or after the first day
but on or before the 15th day of such preceding calendar
month.
Subordinate Certificates: As to any date of
determination, first, the Class B5 Certificates until the
Class Certificate Principal Balance thereof has been reduced
to zero; second, the Class B4 Certificates until the Class
38
Certificate Principal Balance thereof has been reduced to
zero; third, the Class B3 Certificates until the Class
Certificate Principal Balance thereof has been reduced to
zero; fourth, the Class B2 Certificates until the Class
Certificate Principal Balance thereof has been reduced to
zero; fifth, the Class B1 Certificates until the Class
Certificate Principal Balance thereof has been reduced to
zero; and sixth, the Class M Certificates until the Class
Certificate Principal Balance thereof has been reduced to
zero.
Subordinate Certificate Writedown Amount: As to any
Distribution Date, first, any amount distributed to the
Class PO Certificates on such Distribution Date pursuant to
Section 4.01(a)(iv) and second, after giving effect to the
application of clause first above, the amount by which (i)
the sum of the Class Certificate Principal Balances of all
the Certificates (after giving effect to the distribution
of principal and the application of Realized Losses in
reduction of the Certificate Principal Balances of the
related Certificates on such Distribution Date) exceeds
(ii) the Pool Scheduled Principal Balance on the first day
of the month of such Distribution Date less any Deficient
Valuations occurring on or prior to the Bankruptcy Coverage
Termination Date.
Substitution Amount: With respect to any Mortgage Loan
substituted pursuant to Section 2.03(b), the excess of (x)
the Scheduled Principal Balance of the Mortgage Loan that
is substituted for, over (y) the Scheduled Principal
Balance of the related substitute Mortgage Loan, each
balance being determined as of the date of substitution.
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.
TAC Certificates: None.
TAC Component: Any of the Class A4A, Class A5A or
Class A5E Components.
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
39
highest rating categories, (iii) if General Electric
Capital Corporation is no longer obligated pursuant to the
terms of the support agreement, dated as of October 1,
1990, between General Electric Capital Corporation and the
Company, to maintain the Company's net worth or liquidity
(as such terms are defined therein) at the levels specified
therein, or if such support agreement, including any
amendment thereto, has been breached, terminated or
otherwise held to be unenforceable and (iv) if such support
agreement, including any amendment thereto, is amended or
modified.
Trust Fund: The corpus of the trust created by this
Agreement evidenced by the Certificates and consisting of:
(i) the Mortgage Loans;
(ii) all payments on or collections in respect of
such Mortgage Loans, except as otherwise described in
the first paragraph of Section 2.01;
(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) the obligation of the Company to purchase any
Modified Mortgage Loan pursuant to Section 3.01(c);
(vi) all property acquired by foreclosure or deed
in lieu of foreclosure with respect to any REO Mortgage
Loan;
(vii) 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;
(viii) the Certificate Account established pursuant
to Section 3.02(d);
(ix) the Eligible Account or Accounts, if any,
established pursuant to Section 3.02(e); and
(x) any collateral funds established to secure
the obligations of the Holder of the Class B4 and
Class B5 Certificates, respectively, under any
agreements
40
entered into between such holder and the Company
pursuant to Section 3.08(e).
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.
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) or any Component
(other than any Principal Only Component), the amount, if
any, by which the aggregate of the Class Interest
Shortfalls for such Class or 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 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) pursuant to
Section 4.01(a)(ii), in the case of the Senior Certificates
(other than any Class of Principal Only Certificates), and
any Component thereof (other than any Principal Only
Component), and the Class S Certificates, Section
4.01(a)(vi), in the case of the Class M Certificates,
Section 4.01(a)(ix), in the case of the Class B1
Certificates, Section 4.01(a)(xii), in the case of the
Class B2 Certificates, Section 4.01(a)(xv), in the case of
the Class B3 Certificates, Section 4.01(a)(xviii), in the
case of the Class B4 Certificates, and Section
4.01(a)(xxi), in the case of the Class B5 Certificates.
Upper Tier REMIC: One of the two separate REMICs
comprising the Trust Fund, the assets of which consist of
the Lower Tier Interests.
Voluntary Principal Prepayment: With respect to any
Distribution Date, any prepayment of principal received from
the related Mortgagor on a Mortgage Loan (including the
Purchase Price of any Modified Mortgage Loan purchased
pursuant to Section 3.01(c)).
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, 98% of all Voting
Rights shall be allocated to the Certificates other than the
41
Class S Certificates and 2% of all Voting Rights shall be
allocated to the Class S Certificates. Voting Rights
allocated to the Class S Certificates shall be allocated
among the Certificates of such Class in proportion to their
Notional Principal Balances. Voting Rights allocated to the
other Classes of Certificates shall be allocated among such
Classes (and among the Certificates within each such Class)
in proportion to their Class Certificate Principal Balances
(or Certificate Principal Balances), as the case may be.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans. 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 connection with such transfer and assignment, the
Company does hereby deliver to the Trustee the following
documents or instruments with respect to each Mortgage Loan
(other than any 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; and
(iii) An assignment in recordable form (which may be
included in a blanket assignment or assignments) of the
Mortgage to the Trustee.
With respect to each Designated Loan, the Company does hereby
deliver to the Trustee the Designated Loan Closing Documents.
In instances where a completed assignment of the
Mortgage in recordable form cannot be delivered by the Company to
42
the Trustee 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.
With respect to each Designated Loan, within 45 days
of the Closing Date the Company shall deliver to the Trustee
either (a) the documents referred to in clauses (i) and (ii) of
the second preceding paragraph, provided that if the Company
cannot locate such documents in the form initially executed by
the Mortgagor and the obligor under any assumption and
modification agreement, then it shall use reasonable efforts to
obtain, and may deliver, new documents executed by such parties
evidencing their obligations under the initial documents or (b)
an Opinion of Counsel satisfactory to the Trustee from counsel
admitted to practice in the jurisdiction in which the related
Mortgaged Property is located to the effect that the absence of
the original Mortgage Note or assumption and modification
agreement, as the case may be, will not preclude the Company as
servicer from initiating or prosecuting to completion any
foreclosure proceeding with respect to such Mortgaged Property.
If such documents are not so delivered within 45 days of the
Closing Date, the Company will use its best reasonable efforts
(and the Trustee will have no obligation to inquire as to such
efforts) to substitute another Mortgage Loan for such Designated
Loan on the next succeeding Distribution Date pursuant to Section
2.03(b). If the Company is unable to effect such substitution, it
shall repurchase such Designated Loan on such Distribution Date
pursuant to Section 2.03(a).
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;
(ii) a copy of the title insurance policy; and
(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.
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
43
(b) title insurance binders with respect to the Mortgage Loans.
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. Pending
delivery of the documents referred to in the second preceding
sentence, such evidence of primary mortgage insurance shall
include a copy of the relevant Primary Insurance 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.
The Company shall not be required to record the
assignments of the Mortgages 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
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 information
in the assignments of the Mortgages to the Trustee and shall
cause the same to be recorded, at the Company's expense, in the
44
appropriate public office for real property records, except that
the Company need not cause to be so completed and recorded any
assignment which relates to a Mortgage Loan secured by property
in a jurisdiction under the laws of which, on the basis of an
Opinion of Counsel reasonably satisfactory to the Trustee and
satisfactory to each Rating Agency (as evidenced in writing),
recordation of such assignment is not necessary to protect the
Trustee against discharge of such Mortgage Loan by the Company or
any valid assertion that any Person other than the Trustee has
title to or any rights in such Mortgage Loan. In the event that
the Company fails or refuses to record the assignment of
Mortgages in the circumstances provided above, the Trustee shall
record or cause to be recorded such assignment at the expense of
the Company. In connection with the recording of any such
assignment, the Company shall furnish such documents as may be
reasonably necessary to accomplish such recording.
Notwithstanding the foregoing, at any time the Company may
record, or cause to be recorded, the assignments of Mortgages 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, 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,
and the Designated Loan Closing Documents, if any, (ii) delivery
to the Trustee after the Closing Date of (x) the Mortgage Notes
and the assumption and modification agreements, if any, or (y) an
Opinion of Counsel described in the fourth paragraph of Section
2.01, as applicable, with respect to each Designated Loan, and
(iii) delivery of the recorded Mortgages, title insurance
policies and recorded intervening assignments of Mortgage, if
any, 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
45
identified in Exhibit C to this Agreement. If in the course of
such review the Trustee finds (1) that any document required to
be delivered as aforesaid has not been delivered, or (2) any such
document has been mutilated, defaced or physically altered
without the borrower's authorization or approval, or (3) based
upon its examination of such documents, the information with
respect to any Mortgage Loan set forth on Exhibit C is not
accurate, the Trustee shall promptly so notify the Company in
writing, which shall have a period of 60 days after receipt of
such notice to correct or cure any such defect. The Company
hereby covenants and agrees that, if any such material defect
cannot be corrected or cured, the Company will on a Distribution
Date which is not later than the first Distribution Date which is
more than ten days after the end of such 60-day period repurchase
the related Mortgage Loan from the Trustee at the Purchase Price
therefor or replace such Mortgage Loan pursuant to Section
2.03(b); provided, however, that if the defect (or breach
pursuant to Section 2.03(a)) is one that, had it been discovered
before the Startup Day, would have prevented the Mortgage Loan
from being a "qualified mortgage" within the meaning of the REMIC
Provisions, such defect or breach shall be cured, or the related
Mortgage Loan shall be repurchased or replaced, on a Distribution
Date which falls within 90 days of the date of discovery of such
defect or breach. The Purchase Price for the repurchased Mortgage
Loan, or any amount required in respect of a substitution
pursuant to Section 2.03(b), shall be deposited by the Company in
the Certificate Account pursuant to Section 3.02(d) on the
Business Day prior to the applicable Distribution Date and, upon
receipt by the Trustee of written notification of such deposit
signed by a Servicing Officer, the Trustee shall release or cause
to be released to the Company the related Mortgage File and shall
execute and deliver or cause to be executed and delivered such
instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the Company any
Mortgage Loan released pursuant hereto. It is understood and
agreed that the obligation of the Company to repurchase or
replace any Mortgage Loan as to which a material defect in a
constituent document exists shall constitute the sole remedy
respecting such defect available to Certificateholders or the
Trustee on behalf of Certificateholders.
Upon receipt by the Trustee of the Mortgage Note with
respect to a Designated Loan that is not defective in accordance
with the fifth sentence of the preceding paragraph, the related
Lost Note Affidavit delivered pursuant to Section 2.01 shall be
void and the Trustee shall return it to the Company.
Section 2.03. Representations and Warranties of the
Company; Mortgage Loan Repurchase. (a) The Company hereby
represents and warrants to the Trustee that:
46
(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, each Mortgage is a valid and enforceable
first lien on the property securing the related Mortgage
Note subject only to (a) the lien of current real property
taxes and assessments, (b) covenants, conditions and
restrictions, rights of way, easements and other matters of
public record as of the date of recording of such Mortgage,
such exceptions appearing of record being acceptable to
mortgage lending institutions generally in the area wherein
the property subject to the Mortgage is located or
specifically reflected in the appraisal obtained in
connection with the origination of the related Mortgage
Loan obtained by the Company and (c) other matters to which
like properties are commonly subject which do not
materially interfere with the benefits of the security
intended to be provided by such Mortgage;
(iii) Immediately prior to the transfer and assignment
herein contemplated, the Company had good title to, and was
the sole owner of, each Mortgage Loan and all action had
been taken to obtain good record title to each related
Mortgage. Each Mortgage Loan has been transferred free and
clear of any liens, claims and encumbrances;
(iv) As of the date of the initial issuance of the
Certificates, no payment of principal of or interest on or
in respect of any Mortgage Loan is 30 or more days past due
and none of the Mortgage Loans have been past due 30 or
more days more than once during the preceding 12 months;
(v) As of the date of the initial issuance of the
Certificates, 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, 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;
47
(viii) As of the date of the initial issuance of the
Certificates, the physical property subject to any Mortgage
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) A lender's title insurance policy or binder, or
other assurance of title insurance customary in the
relevant jurisdiction therefor, in either case, in a form
acceptable to FNMA or FHLMC, 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) The original principal amount of each Mortgage
Note was not more than 95.00% of the Original Value; as of
the Cut-off Date, no more than 37.25% of the Mortgage Loans
by Scheduled Principal Balance had original principal
amounts of more than 80% of the Original Value and each
Mortgage Note having an original principal amount in excess
of 80% of the Original Value is covered by a Primary
Insurance Policy so long as its then outstanding principal
amount exceeds 80% of the greater of (a) the Original Value
and (b) the then current value of the related Mortgaged
Property as evidenced by an appraisal thereof satisfactory
to the Company. Each Primary Insurance Policy is issued by
a private mortgage insurer acceptable to FNMA or FHLMC;
(xii) Each Mortgage Note is payable on the first day of
each month in self-amortizing monthly installments of
principal and interest, with interest payable in arrears,
over an original term of not more than thirty years. The
Mortgage Rate of each Mortgage Note of the related Mortgage
Loan was not less than 7.375% per annum and not greater
than 9.500% per annum. The Mortgage Rate of each Mortgage
Note is fixed for the life of the related Mortgage Loan;
(xiii) 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, no more than 17.50% of the
Mortgage Loans by Scheduled Principal Balance had a
Scheduled Principal Balance of more than $400,000;
(xv) As of the Cut-off Date, no more than 1.00% of the
Mortgage Loans by Scheduled Principal Balance are secured by
48
Mortgaged Properties located in any one postal zip code
area;
(xvi) As of the Cut-off Date, at least 97.00% 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 96.25% 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 2.00% of the
Mortgage Loans by Scheduled Principal Balance are secured
by condominiums and, as of the Cut-off Date, no more than
0.50% of the Mortgage Loans by Scheduled Principal Balance
are secured by two- to four-family residential properties.
As to each condominium or related Mortgage Loan, (a) the
related condominium is in a project that is on the FNMA or
FHLMC approved list, (b) the related condominium is in a
project that, upon submission of appropriate application,
could be so approved by either FNMA or FHLMC, (c) the
related Mortgage Loan meets the requirements for purchase
by FNMA or FHLMC, (d) the related Mortgage Loan is of the
type that could be approved for purchase by FNMA or FHLMC
but for the principal balance of the related Mortgage Loan
or the pre-sale requirements or (e) the related Mortgage
Loan has been approved by a nationally recognized mortgage
pool insurance company for coverage under a mortgage pool
insurance policy issued by such insurer. As of the Cut-off
Date, no more than 0.25% of the Mortgage Loans by Scheduled
Principal Balance are secured by condominiums located in
any one postal zip code area;
(xix) No Mortgage Loan is secured by a leasehold
interest in the related Mortgaged Property, and each
Mortgagor holds fee title to the related Mortgaged
Property;
(xx) As of the Cut-off Date, no more than 1.25% of the
Mortgage Loans by Scheduled Principal Balance constituted
Buydown Mortgage Loans. The maximum Buydown Period for any
Buydown Mortgage Loan is three years, and the maximum
difference between the stated Mortgage Rate of any Buydown
Mortgage Loan and the rate paid by the related Mortgagor is
three percentage points. Each Buydown Mortgage Loan has
been fully funded;
(xxi) The original principal balances of the Mortgage
Loans range from $160,200 to $800,000;
49
(xxii) As of the Cut-off Date, no more than 3.00% of the
Mortgage Loans by Scheduled Principal Balance are secured
by second homes, and none of the Mortgage Loans by
Scheduled Principal Balance are secured by investor-owned
properties;
(xxiii) All appraisals are on forms acceptable to either
FNMA or FHLMC, including information regarding three
comparable properties;
(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) To the best of the Company's knowledge, at
origination no improvement located on or being part of a
Mortgaged Property was in violation of any applicable
zoning and subdivision laws and ordinances;
(xxvi) None of the Mortgage Loans is a temporary
construction loan. With respect to any Mortgaged Property
which constitutes new construction, the related
construction has been completed substantially in accordance
with the specifications therefor and any incomplete aspect
of such construction shall not be material or interfere
with the habitability or legal occupancy of the Mortgaged
Property. Mortgage Loan amounts sufficient to effect any
such completion are in escrow for release upon or in
connection with such completion or a performance bond or
completion bond is in place to provide funds for this
purpose and such completion shall be accomplished within
120 days after weather conditions permit the commencement
thereof;
(xxvii) As of the Closing Date, each Mortgage Loan is a
"qualified mortgage" as defined in Section 860G(a)(3) of the
Code; and
(xxviii) As of the Closing Date, the Company possesses the
Document File with respect to each Mortgage Loan, and the
related Mortgages and intervening assignment or assignments
of Mortgages, if any, have been delivered to a title
insurance company for recording.
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
50
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
51
substituted for the same Defective Mortgage Loan) as of the first
Distribution Date following the month of substitution not in
excess of the Scheduled Principal Balance of the Defective
Mortgage Loan as of such date (the amount of any difference, plus
one month's interest thereon at the respective Net Mortgage Rate,
to be deposited by the Company in the Certificate Account
pursuant to Section 2.02), (b) have a Mortgage Rate not less
than, and not more than one percentage point greater than, the
Mortgage Rate of the Defective Mortgage Loan, (c) have the same
Net Mortgage Rate as the Defective Mortgage Loan, (d) have a
remaining term to stated maturity not later than, and not more
than one year less than, the remaining term to stated maturity of
the Defective Mortgage Loan, (e) be, in the reasonable
determination of the Company, of the same type, quality and
character as the Defective Mortgage Loan as if the defect or
breach had not occurred, (f) have a ratio of its current
principal amount to its Original Value not greater than that of
the removed Mortgage Loan and (g) be, in the reasonable
determination of the Company, in compliance with the
representations and warranties contained in Section 2.03(a) as of
the date of substitution.
The Company shall amend the Mortgage Loan Schedule to
reflect the withdrawal of any Defective Mortgage Loan and the
substitution of a substitute Mortgage Loan therefor. Upon such
amendment the Company shall be deemed to have made as to such
substitute Mortgage Loan the representations and warranties set
forth in Section 2.03(a) as of the date of such substitution,
which shall be continuing as long as any Certificate shall be
outstanding or this Agreement has not been terminated, and the
remedies for breach of any such representation or warranty shall
be as set forth in Section 2.03(a). Upon such amendment, the
Trustee shall review the Mortgage File delivered to it relating
to the substitute Mortgage Loan, within the time and in the
manner and with the remedies specified in Section 2.02, except
that for purposes of this Section 2.03(b) (other than the
two-year period specified in the first sentence of the preceding
paragraph of this Section 2.03(b)), such time shall be measured
from the date of the applicable substitution.
Section 2.04. Execution of Certificates. The Trustee
has caused to be executed, countersigned and delivered to or upon
the order of the Company, in exchange for the Mortgage Loans, the
Certificates in authorized denominations evidencing the entire
ownership of the Trust Fund.
Section 2.05. The REMICs. (a) For federal income tax
purposes, the Trust Fund shall consist of two REMICs, the Lower
Tier REMIC and the Upper Tier REMIC. The Certificates, other than
the Class RL Certificate, shall be issued by the Upper Tier
REMIC, and the Class RL Certificate shall be issued by the Lower
Tier REMIC. The Lower Tier REMIC shall be evidenced by the Class
52
RL Certificate and the regular interests having the
characteristics and terms set forth in the following table, which
interests (other than the Class RL Certificate) shall be issued
by the Lower Tier REMIC to the Trustee. The Lower Tier Interests
and the proceeds thereof shall be assets of the Upper Tier REMIC.
Principal of and interest on the Lower Tier Interests shall be
allocated to the Corresponding Classes of Certificates (or
Components) in the manner set forth in the following table.
53
Corresponding Class
of Certificates
(and/or Components)(1)
Lower-Tier Allocation Allocation
Lower-Tier Initial Lower Interest of of
Interest Tier Balance Rate Principal Interest
A1 $27,430,000.00 7.6165238 A1 (3)
A2 38,884,000.00 7.6452326 A2 (3)
A3 6,188,000.00 9.0000000 A3 (3)
A4A 26,900,000.00 7.7500000 A4A (4)
A4B 6,810,000.00 7.7500000 A4B (3)
A5A 27,428,000.00 7.7500000 A5A (4)
A5B 2,862,000.00 7.7500000 A5B (3)
A5E 29,207,000.00 7.7500000 A5E (4)
A6 15,035,000.00 (5) A6 A6
A7 2,425,000.00 (5) A7 A7
A8 7,004,800.00 7.7500000 A8 A8
PO 204,611.76 0.0000000 PO N/A
M 3,525,000.00 7.7500000 M M
B1 2,519,000.00 7.7500000 B1 B1
B2 2,518,000.00 7.7500000 X0 X0
X0 1,007,000.00 7.7500000 X0 X0
X0 605,000.00 7.7500000 X0 X0
X0 906,698.71 7.7500000 B5 B5
RL 100.00 7.7500000 RL RL
R 100.00 7.7500000 R R
S (2) (2) N/A S
--------------------------
(1) Unless otherwise indicated, the amount of interest and
principal allocable from a Lower Tier Interest to its
Corresponding Class or Classes of Certificates (and/or
Components) on any Distribution Date shall be 100%.
(2) Lower Tier Interest S shall have a Lower Tier Balance equal
to the Notional Principal Balance of the Class S
Certificates on the related Distribution Date and a Lower
Tier Interest Rate equal to the Strip Rate for such
Distribution Date.
(3) For each Interest Accrual Period, the interest accrued on
each of Lower Tier Interest A1, A2, A3, A4B and A5B shall
be allocable as follows: (i) an amount equal to the Accrued
Certificate Interest for such Interest Accrual Period for
the Class of Certificates or Component with the
corresponding alpha-numerical designation as such Lower
Tier Interest shall be allocable to such Class or
Component; and (ii) an amount equal to the excess of the
interest accrued on such Lower Tier Interest over the
amount allocated in clause (i) above shall be allocable to
the Class A5C Component.
(footnotes continued on next page)
54
(b) The Lower Tier Interests shall be issued as
non-certificated interests. The Class RL Certificate shall be
issued in fully registered certificated form and shall be
executed and countersigned as provided in Section 5.01 hereof.
(c) For purposes of further identifying the terms of
the Lower Tier Interests, distributions of principal and interest
on each Class of Lower Tier Interests shall be considered to
correspond, in timing and aggregate amount, to the distributions
of principal and interest, respectively, made under Section 4.01
on the Corresponding Classes of Certificates or Components, and
allocations of losses on each Class of Lower Tier Interests shall
be considered to correspond, in timing and aggregate amount, to
the allocations of losses made under Section 4.03 on the
Corresponding Classes of Certificates or Components.
(d) On each Distribution Date, in addition to amounts
otherwise distributable thereon pursuant to Section 4.01, the
Trustee shall distribute to the holder of the Class RL
Certificate any amounts (other than the amounts described in
clauses (x) and (y) of the definition of Available Funds)
remaining in the Lower Tier REMIC after all amounts required to
be applied pursuant to Section 2.05(c) have been so applied. Any
distributions pursuant to this clause (d) shall not reduce the
Class Certificate Principal Balance of the Class RL Certificate.
Section 2.06. Designations under the REMIC Provisions.
(a) The Company hereby designates the Lower Tier Interests
identified in Section 2.05(a) above as "regular interests," and
the Class RL Certificate as the single class of "residual
interests," in the Lower Tier REMIC for purposes of the REMIC
Provisions.
(c) The Closing Date will be the "Startup Day" for
each of the Upper Tier REMIC and Lower Tier REMIC for purposes of
the REMIC Provisions.
--------------------------
(footnotes continued)
(4) For each Interest Accrual Period, the interest accrued on
each of Xxxxx Xxxx Xxxxxxxx X0X, X0X and A5E shall be
allocable as follows: (i) an amount equal to the Accrued
Certificate Interest for such Interest Accrual Period for
the Component with the corresponding alpha-numerical
designation as such Lower Tier Interest shall be allocable
to such Component; and (ii) an amount equal to the excess
of the interest accrued on such Lower Tier Interest over
the amount allocated in clause (i) above shall be allocable
to the Class A5D Component.
(5) Each of Lower Tier Interest A6 and A7 shall bear interest
at the Certificate Interest Rate of their respective
Corresponding Class of Certificates.
55
(d) The "tax matters person" with respect to the Upper
Tier REMIC 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 Upper Tier REMIC for purposes of the REMIC
Provisions.
The "tax matters person" with respect to the Lower Tier
REMIC for purposes of the REMIC Provisions shall be (i) the
Company, if the Company is the owner of a Class RL Certificate,
or (ii) in any other case, the beneficial owner of the Class RL
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 RL 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 Lower Tier REMIC for purposes of the REMIC
Provisions.
(e) The "latest possible maturity date" of the regular
interests in the Upper Tier REMIC and Lower Tier REMIC is the
Latest Possible Maturity Date for purposes of section 860G(a)(1)
of the Code.
(f) In no event shall the assets described in clause
(x) of the definition of the term Trust Fund constitute a part of
the Upper Tier REMIC or the Lower Tier REMIC.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Company to Act as Servicer. (a) It is
intended that each of the Upper Tier REMIC and the Lower Tier
REMIC established hereunder shall constitute, and that the
affairs of the REMICs shall be conducted so as to qualify each of
the Upper Tier REMIC and the Lower Tier REMIC as (other than any
collateral fund established under the agreement referred to in
Section 3.08(e)), a "real estate mortgage investment conduit" as
defined in and in accordance with the REMIC Provisions. In
furtherance of such intention, the Company covenants and agrees
that it shall act as agent (and the Company is hereby appointed
to act as agent) on behalf of each of the Upper Tier REMIC and
the Lower Tier REMIC established hereunder and the respective
56
Holders of the Residual Certificates and that in such capacity it
shall:
(i) prepare and file, or cause to be prepared and
filed, in a timely manner, a U.S. Real Estate Mortgage
Investment Conduit Income Tax Return (Form 1066) and
prepare and file or cause to be prepared and filed with the
Internal Revenue Service and applicable state or local tax
authorities income tax or information returns for each
taxable year with respect to each of the Upper Tier REMIC
and the Lower Tier REMIC established hereunder, using the
calendar year as the taxable year and the accrual method of
accounting, containing such information and at the times
and in the manner as may be required by the Code or state
or local tax laws, regulations, or rules, and shall furnish
or cause to be furnished to Certificateholders the
schedules, statements or information at such times and in
such manner as may be required thereby;
(ii) within thirty days of the Closing Date, shall
furnish or cause to be furnished to the Internal Revenue
Service, on Form 8811 or as otherwise may be required by
the Code, the name, title, address, and telephone number of
the person that the holders of the Certificates may contact
for tax information relating thereto (and the Company shall
act as the representative of each of the Upper Tier REMIC
and the Lower Tier REMIC established hereunder for this
purpose), together with such additional information as may
be required by such Form, and shall update such information
at the time or times and in the manner required by the
Code;
(iii) make or cause to be made an election, on behalf of
each of the Upper Tier REMIC and the Lower Tier REMIC
established hereunder, to be treated as a REMIC, and make
the appropriate designations, if applicable, in accordance
with Section 2.06 hereof on the federal tax return of the
Trust Fund for its first taxable year (and, if necessary,
under applicable state law);
(iv) prepare and forward, or cause to be prepared and
forwarded, to the Certificateholders and to the Internal
Revenue Service and, if necessary, state tax authorities,
all information returns or reports, or furnish or cause to
be furnished by telephone, mail, publication or other
appropriate method such information, as and when required
to be provided to them in accordance with the REMIC
Provisions, including without limitation, the calculation
of any original issue discount using the Prepayment
Assumption Multiple;
(v) provide information necessary for the computation
of tax imposed on the transfer of a Residual Certificate to
57
a Disqualified Organization, or an agent (including a
broker, nominee or other middleman) of a Disqualified
Organization, or a pass-through entity in which a
Disqualified Organization is the record holder of an
interest (the reasonable cost of computing and furnishing
such information may be charged to the Person liable for
such tax);
(vi) use its best reasonable efforts to conduct the
affairs of each of the Upper Tier REMIC and the Lower Tier
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 either of the Upper Tier REMIC or the
Lower Tier REMIC or that would subject the Trust Fund to
tax, except for taxes for which the Company is required to
indemnify the Lower Tier REMIC pursuant to Section 3.01(c);
(viii) exercise reasonable care not to allow the creation
of any "interests" (A) in the Upper Tier REMIC within the
meaning of section 860D(a)(2) of the Code in addition to
the interests represented by the Classes of Certificates
identified in Section 5.01(b) other than the Class RL
Certificate, and (B) in the Lower Tier REMIC within the
meaning of Section 860D(a)(2) of the Code in addition to
the interests represented by the Lower Tier Interests
identified in Section 2.05(a) and the Class RL Certificate;
(ix) exercise reasonable care not to allow the
occurrence of any "prohibited transactions" within the
meaning of section 860F of the Code, unless (1) 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 either of the Upper Tier REMIC or the Lower Tier
REMIC established hereunder to fail to qualify as a REMIC
or (2) such "prohibited transactions" arise from the
modification, holding or purchase of a Modified Mortgage
Loan pursuant to Section 3.01(c);
(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, except such as may arise from the
modification, holding or purchase of a Modified Mortgage
Loan pursuant to Section 3.01(c);
(xi) pay the amount of any federal or state tax,
including prohibited transaction taxes, taxes on certain
58
contributions to the Upper Tier REMIC or Lower Tier REMIC
after the Startup Day, and taxes on net income from
foreclosure property, imposed on the Trust Fund when and as
the same shall be due and payable (but such obligation
shall not prevent the Company or any other appropriate
Person from contesting any such tax in appropriate
proceedings and shall not prevent the Company from
withholding payment of such tax, if permitted by law,
pending the outcome of such proceedings);
(xii) ensure that federal, state or local income tax or
information returns shall be signed by the Trustee or such
other person as may be required to sign such returns by the
Code or state or local laws, regulations or rules; and
(xiii) maintain such records relating to each of the
Upper Tier REMIC and the Lower Tier 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. The Company shall not be entitled to
be reimbursed for any taxes paid pursuant to the indemnification
provisions of Section 3.01(c) (except as provided therein). 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
59
Mortgage Loan upon the request of the related Mortgagor, the
Company, as servicer hereunder, may execute an instrument of
assignment in customary form to the Company in its individual
capacity. In connection with any such refinancing, the Trustee
shall, upon certification of a Servicing Officer to the effect
that an amount equal to the principal balance of the related
Mortgage Loan together with accrued and unpaid interest thereon
at the applicable Net Mortgage Rate to the date of such
certification has been credited to the Mortgage Loan Payment
Record, release the related Mortgage File to the Company
whereupon the Company may cancel the related Mortgage Note. Upon
request by the Company after the execution and delivery of this
Agreement, the Trustee shall furnish the Company with any powers
of attorney and other documents necessary or appropriate to
enable the Company to carry out its servicing and administrative
duties hereunder. Except as otherwise provided herein, the
Company shall maintain servicing standards substantially
equivalent to those required for approval by FNMA or FHLMC. The
Company shall not agree to any modification of the material terms
of any Mortgage Loan except as provided in Section 3.01(c), the
second sentence of Section 3.02(a) and in Section 3.07. The
Company shall not release any portion of any Mortgaged Property
from the lien of the related Mortgage unless the related Mortgage
Loan would be a "qualified mortgage" within the meaning of the
REMIC Provisions following such release.
(c) The Company may agree to a modification of any
Mortgage Loan (the "Relevant Mortgage Loan") upon the request of
the related Mortgagor, provided that (i) the modification is in
lieu of a refinancing and the Mortgage Rate on the Relevant
Mortgage Loan, as modified, is approximately a prevailing market
rate for newly-originated mortgage loans having similar terms,
(ii) the aggregate of the adjusted bases of all Modified Mortgage
Loans (including the Relevant Mortgage Loan) plus the aggregate
adjusted bases of any assets that are not qualified mortgages or
Permitted Investments under Code Section 860GA that are assets of
the Lower Tier REMIC established hereunder at all times on any
day is less than one percent of the aggregate of the adjusted
bases of all assets of the Lower Tier REMIC (including such
Modified Mortgage Loans) on such day, and (iii) the Company
purchases the Relevant Mortgage Loan from the Trust Fund as
described below. Effective immediately after such modification,
and, in any event, on the same Business Day on which the
modification occurs, all right, title and interest of the Trustee
in and to the Modified Mortgage Loan shall automatically be
deemed transferred and assigned to the Company and all benefits
and burdens of ownership thereof, including without limitation
the right to accrued interest thereon from and including the date
of modification and the risk of default thereon, shall pass to
the Company. To confirm such transfer and assignment, the
Company, as servicer hereunder, as soon as practicable shall
execute an instrument of assignment of the Modified Mortgage Loan
60
without recourse in customary form to the Company in its
individual capacity. The Company shall promptly deliver to the
Trustee a certification of a Servicing Officer to the effect that
(i) an amount equal to the Purchase Price of such Modified
Mortgage Loan has been credited to the Mortgage Loan Payment
Record on the date of the transfer and assignment of such
Modified Mortgage Loan to the Company and (ii) all requirements
of the first paragraph of this subsection (c) have been satisfied
with respect to such Modified Mortgage Loan.
The Company shall deposit the Purchase Price for any
Modified Mortgage Loan in the Certificate Account pursuant to
Section 3.02(d) on the Business Day prior to the Distribution
Date on which such funds are considered Available Funds,
provided, however, that if the Company is required to deposit
funds in one or more Eligible Accounts on a daily basis pursuant
to Section 3.02(e), the Purchase Price for any Modified Mortgage
Loan shall be deposited therein within one Business Day after the
purchase of such Modified Mortgage Loan. Upon receipt by the
Trustee of written notification of any such deposit signed by a
Servicing Officer, 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 more fully to vest in the Company
any Modified Mortgage Loan previously transferred and assigned
pursuant hereto.
The Company covenants and agrees to indemnify the
Lower Tier REMIC against any and all liability for any
"prohibited transaction" taxes and any related interest,
additions and penalties imposed on the Lower Tier REMIC
established hereunder as a result of any modification of a
Mortgage Loan effected pursuant to this subsection (c), any
holding of a Modified Mortgage Loan by the Lower Tier REMIC or
any purchase of a Modified Mortgage Loan by the Company (but such
obligation shall not prevent the Company or any other appropriate
Person from contesting any such tax in appropriate proceedings
and shall not prevent the Company from withholding payment of
such tax, if permitted by law, pending the outcome of such
proceedings). The Company shall have no right of reimbursement
for any amount paid pursuant to the foregoing indemnification,
except to the extent that the amount of any tax, interest and
penalties, together with interest thereon, is refunded to the
Lower Tier REMIC or the Company.
(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.
61
(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
62
in its servicing portfolio. Consistent with the foregoing, the
Company may in its discretion (i) waive any late payment charge
or any assumption fees or other fees which may be collected in
the ordinary course of servicing such Mortgage Loan and (ii) if a
default on the Mortgage Loan has occurred or is reasonably
foreseeable, arrange at any time prior to foreclosure with a
Mortgagor a schedule for the payment of due and unpaid principal
and interest for a period extending not longer than 125 days
after the date that such schedule is arranged. Any arrangement of
the sort described in clause (ii) above shall not affect the
amount or timing of the Company's obligation to make Monthly
Advances with respect to any Mortgage Loan which Monthly Advances
shall be made pursuant to the original amortization schedule
applicable to such Mortgage Loan.
(b) The Company shall establish and maintain a
Mortgage Loan Payment Record in which the following payments on
and collections in respect of each Mortgage Loan shall as
promptly as practicable be credited by the Company for the
account of the Holders of the Certificates:
(i) All payments on account of principal, including
Principal Prepayments (other than (A) payments of principal
due and payable on the Mortgage Loans on or before, and all
Principal Prepayments received before, the Cut-off Date,
(B) in the case of a substitute Mortgage Loan, payments of
principal due and payable on such Mortgage Loan on or
before the Determination Date in the month of substitution,
and all Principal Prepayments received before the first day
of the month of substitution, and (C) in the case of a
replaced Mortgage Loan, payments of principal due and
payable on such Mortgage Loan after the Determination Date
in the month of substitution, and all Principal Prepayments
received in the month of substitution);
(ii) All payments (other than (A) those due and payable
on or before the Cut-off Date, (B) in the case of a
substitute Mortgage Loan, those due and payable on such
Mortgage Loan on or before the Determination Date in the
month of substitution, and (C) in the case of a replaced
Mortgage Loan, those due and payable on such Mortgage Loan
after the Determination Date in the month of substitution)
on account of interest at the applicable Net Mortgage Rate
on the Mortgage Loan received from the related Mortgagor,
including any Buydown Funds applied with respect to
interest at the applicable Net Mortgage Rate on any Buydown
Mortgage Loan;
(iii) All Liquidation Proceeds received by the Company
with respect to such Mortgage Loan and the Purchase Price
for any Mortgage Loan purchased by the Company pursuant to
63
Sections 2.02, 2.03, 3.01(c) 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; and
(v) All REO Proceeds.
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 deposited in 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 deposit, 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
Available Funds for such Distribution Date. If the Trustee does
not receive such deposit by 2:00 p.m. on such Business Day, it
shall give the Company written notice thereof.
64
(e) If the Company or a Responsible Officer of the
Trustee obtains actual notice of or knowledge of the occurrence
of either (x) any Trigger Event or (y) the downgrade by S&P of
General Electric Capital Corporation's short-term senior
unsecured debt rating below A-1+, then, notwithstanding
subsection (c) above, the Company shall promptly establish, and
thereafter maintain, one or more Eligible Accounts in the name of
the Trustee and bearing a designation indicating that amounts
therein are held for the benefit of the Trustee and the
Certificateholders, into which the Company and any Primary
Servicer shall deposit within two Business Days after receipt,
all amounts otherwise required to be credited to the Mortgage
Loan Payment Record pursuant to Section 3.02(b); provided,
however, that such action shall not be required if the Company
delivers to the Trustee a letter from each Rating Agency to the
effect that the failure to take such action will not cause such
Rating Agency to withdraw or reduce its then current ratings of
the Certificates. All amounts so deposited shall be held in trust
for the benefit of Certificateholders. Amounts so deposited may
be invested at the written instruction of the Company in
Permitted Investments in the name of the Trustee maturing no
later than the Business Day preceding the Distribution Date
following the date of such investment; provided, however, that
any such Permitted Investment which is an obligation of State
Street Bank and Trust Company, in its individual capacity and not
in its capacity as Trustee, may mature on such Distribution Date;
and, provided further, that no such Permitted Investment shall be
sold before the maturity thereof if the sale thereof would result
in the realization of gain prior to maturity unless the Company
has obtained an Opinion of Counsel that such sale or disposition
will not cause the Trust Fund to be subject to the tax on
prohibited transactions under section 860F of the Code, or
otherwise subject the Trust Fund to tax or cause either of the
Upper Tier REMIC or the Lower Tier 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 deposits 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,
65
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. The Company shall establish and maintain with one or
more depository institutions one or more accounts into which it
shall deposit all collections of taxes, assessments, private
mortgage or hazard insurance premiums or comparable items for the
account of the Mortgagors. As servicer, the Company shall effect
the timely payment of all such items for the account of
Mortgagors. Withdrawals from such account or accounts may be made
only to effect payment of taxes, assessments, private mortgage or
standard hazard insurance premiums or comparable items, to
reimburse the Company out of related collections for any payments
made regarding taxes and assessments or for any payments made
pursuant to Section 3.05 regarding premiums on Primary Insurance
Policies and Section 3.06 regarding premiums on standard hazard
insurance policies, to refund to any Mortgagors any sums
determined to be overages, or to pay interest owed to Mortgagors
to the extent required by law.
Section 3.04. Permitted Debits to the Mortgage Loan
Payment Record. The Company (or any successor servicer pursuant
to Section 7.02) may, from time to time, make debits to the
Mortgage Loan Payment Record for the following purposes:
(i) To reimburse the Company or the applicable Primary
Servicer for Liquidation Expenses theretofore incurred in
respect of any Mortgage Loan in an amount not to exceed the
amount of the related Liquidation Proceeds credited to the
Mortgage Loan Payment Record pursuant to Section
3.02(b)(iii); provided that the Company or the applicable
Primary Servicer shall not be entitled to reimbursement for
Liquidation Expenses incurred after the initiation of
foreclosure proceedings in respect of any Defaulted
Mortgage Loan that is repurchased pursuant to Section 3.16;
(ii) To reimburse the Company or the applicable Primary
Servicer for Insured Expenses and amounts expended by it
pursuant to Section 3.08 in good faith in connection with
the restoration of property damaged by an Uninsured Cause,
in an amount not to exceed the amount of the related
Insurance Proceeds and Liquidation Proceeds (net of any
debits pursuant to clause (i) above) and amounts
representing proceeds of other insurance policies covering
the property subject to the related Mortgage credited to
the Mortgage Loan Payment Record pursuant to Section
3.02(b) (iii) and (iv);
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(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, Defaulted Mortgage Loan, or
Modified 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 deposits into the Certificate Account
pursuant to Section 3.02(d); and
(ix) 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
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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
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 acquired upon
foreclosure, or by deed in lieu of foreclosure, hazard insurance
with extended coverage in an amount which is at least equal to
the lesser of (i) the maximum insurable value from time to time
of the improvements which are a part of such property or (ii) the
unpaid principal balance of such Mortgage Loan at the time of
such foreclosure or deed in lieu of foreclosure plus accrued
interest and the good-faith estimate of the Company of related
Liquidation Expenses to be incurred in connection therewith. To
the extent provided in Section 3.02(b)(iv), amounts collected by
the Company under any such policies in respect of the Mortgage
Loans shall be credited to the Mortgage Loan Payment Record.
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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 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, 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
69
thereof. In connection with any such agreement, the Mortgage
Rate, mortgage term and any other material term of such Mortgage
Loan shall not be changed. Any fee collected by the Company for
entering into any such agreement will be retained by the Company
as additional servicing compensation.
(b) Notwithstanding Section 3.07(a) or any other
provision of this Agreement, the Company shall not be deemed to
be in default, breach or any other violation of its obligations
hereunder by reason of any assumption of a Mortgage Loan, or
transfer of the property subject to a Mortgage without the
assumption thereof, by operation of law or any assumption or
transfer which the Company reasonably believes it may be
restricted by law from preventing, for any reason whatsoever.
Section 3.08. Realization Upon Defaulted Mortgage
Loans. (a) The Company shall foreclose upon or otherwise
comparably convert the ownership of properties securing such of
the Mortgage Loans as come into and continue in default and as to
which no satisfactory arrangements can be made for collection of
delinquent payments pursuant to Section 3.02. In connection with
such foreclosure or other conversion the Company shall,
consistent with Section 3.05, follow such practices and
procedures as it shall deem necessary or advisable and as shall
be normal and usual in its general mortgage servicing activities.
The foregoing is subject to the proviso that the Company shall
not be required to expend its own funds in connection with any
foreclosure or towards the restoration of any property unless it
shall determine (i) that such restoration or foreclosure will
increase the proceeds of liquidation of the Mortgage Loan to
Certificateholders after reimbursement to itself for such
expenses and (ii) that such expenses will be recoverable to it
either through Liquidation Proceeds or Insurance Proceeds.
Notwithstanding the foregoing, the Company shall not be entitled
to recover legal expenses incurred in connection with foreclosure
proceedings where the Mortgage Loan is reinstated and such
foreclosure proceedings are terminated prior to completion, other
than sums received from the Mortgagor for such expenses.
Notwithstanding anything to the contrary contained
herein, the Company shall be under no obligation to foreclose
upon or otherwise convert the ownership of any Mortgaged Property
which it believes may be contaminated with or affected by
hazardous or toxic wastes, materials or substances. The Company
may, but shall not be obligated to, make such determination on
the basis of a Phase I environmental assessment with respect to
the related Mortgaged Property. Neither the Trustee nor the
Company shall be liable to the Trust Fund or the
Certificateholders if, based on the Company's belief that such
contamination or effect exists, the Company does not foreclose
upon or otherwise convert the ownership of a Mortgaged Property.
In addition, neither the Trustee nor the Company shall be liable
70
to the Trust Fund or the Certificateholders if, based on the
Company's belief that no such contamination or effect exists, the
Company forecloses upon a Mortgaged Property and the Trustee or
its nominee on behalf of the Trust Fund takes title to such
Mortgaged Property, and thereafter such Mortgaged Property is
determined to be so contaminated or affected.
(b) In the event that title to any Mortgaged Property
is acquired in foreclosure or by deed in lieu of foreclosure, the
deed or certificate of sale shall be issued to the Trustee, or to
its nominee on behalf of the Trust Fund. Notwithstanding any such
acquisition of title and cancellation of the related Mortgage
Loan, such Mortgage Loan shall (except for purposes of Section
9.01) be considered to be an Outstanding Mortgage Loan until such
time as the Mortgaged Property shall be sold and such Mortgage
Loan becomes a Liquidated Mortgage Loan. Consistent with the
foregoing, for purposes of all calculations hereunder so long as
such Mortgage Loan shall be considered to be an Outstanding
Mortgage Loan, it shall be assumed that the related Mortgage Note
and its amortization schedule in effect on and after such
acquisition of title (after giving effect to any previous
Principal Prepayments and Deficient Valuations incurred
subsequent to the related Bankruptcy Coverage Termination Date
and before any adjustment thereto by reason of any bankruptcy
(other than as aforesaid) or any similar proceeding or any
moratorium or similar waiver or grace period) remain in effect
(notwithstanding that the indebtedness evidenced by such Mortgage
Note shall have been discharged), subject to adjustment to
reflect the application of REO Proceeds received in any month.
REO Proceeds received in any month shall be applied to the
payment of the installments of principal due and interest accrued
on the related REO Mortgage Loan in accordance with the terms of
such Mortgage Note. REO Proceeds received in any month in excess
of the Amortization Payment for such month due on an REO Mortgage
Loan shall be treated as a Principal Prepayment received in
respect of such Mortgage Loan.
(c) In the event that the Trust Fund acquires any
Mortgaged Property as aforesaid or otherwise in connection with a
default or imminent default on a Mortgage Loan, the Company shall
dispose of such Mortgaged Property prior to two years after 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 two-year period (and specifying the period beyond such
two-year 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 either of the Upper Tier REMIC or the Lower Tier
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
71
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 two-year period, an extension of such two-year period in the
manner contemplated by section 856(e)(3) of the Code, in which
case the two-year period shall be extended by the applicable
period. Notwithstanding any other provision of this Agreement, no
Mortgaged Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used for the
production of income by or on behalf of the Trust Fund or sold in
such a manner or pursuant to any terms that would (i) cause such
Mortgaged Property to fail to qualify at any time as "foreclosure
property" within the meaning of section 860G(a)(8) of the Code,
(ii) subject the Trust Fund to the imposition of any federal or
state income taxes on "net income from foreclosure property" with
respect to such Mortgaged Property within the meaning of section
860G(c) of the Code, or (iii) cause the sale of such Mortgaged
Property to result in the receipt by the Trust Fund of any income
from non-permitted assets as described in section 860F(a)(2)(B)
of the Code, unless the Company has agreed to indemnify and hold
harmless the Trust Fund with respect to the imposition of any
such taxes.
(d) Any collection of Insurance Proceeds or
Liquidation Proceeds will be applied in the following order of
priority: first, to reimburse the Company for any related
unreimbursed Liquidation Expenses and to reimburse the Company or
the Trustee, as applicable, for any related unreimbursed Monthly
Advances; second, to accrued and unpaid interest on the Mortgage
Loan at the Mortgage Rate from the date to which interest was
last paid or advanced to the Due Date prior to the Distribution
Date on which such amounts are to be distributed; and third, as a
recovery of principal of the Mortgage Loan. If the amount so
allocated to interest is less than the full amount of accrued and
unpaid interest due on such Mortgage Loan, the amount of such
recovery will be allocated between the Servicing Fee and interest
at the Net Mortgage Rate in proportion to the amount of such
accrued interest which would have been allocated to each such
category in the absence of any shortfall.
(e) Notwithstanding anything to the contrary contained
herein, the Company shall have the right to enter into an
agreement substantially in the form of Exhibit K hereto with any
Person that is the Holder of 100% of the Class B5 Certificates
(provided that such form may be revised to delete the option on
the part of such Person to purchase a defaulted Mortgage Loan as
set forth in Section 2.02(f) thereof). Prior to entering into any
such agreement with any Person, the Company shall obtain a
certification from such Person to the effect that (i) such Person
is not an "affiliate" (within the meaning of the Prohibited
Transaction Exemption) of the Trustee and (ii) such Person will
not purchase any Certificates if such purchase would cause such
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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 any Person that is the Holder of 100% of the Class B4
Certificates, provided that (i) such Person is also the Holder of
100% of the Class B5 Certificates, (ii) such Person shall have no
rights under such agreement until the date on which the Class
Certificate Principal Balance of the Class B5 Certificates has
been reduced to zero, and (iii) any rights of such Person under
such Agreement shall terminate in the event that such Person
transfers, directly or indirectly, the Class B4 Certificates to
any other Person.
Section 3.09. Trustee to Cooperate; Release of
Mortgage Files. Upon the payment in full of any Mortgage Loan,
the Company will immediately notify the Trustee by a
certification (which certification shall include a statement to
the effect that all amounts received in connection with such
payment which are required to be credited to the Mortgage Loan
Payment Record pursuant to Section 3.02 have been so credited) of
a Servicing Officer and shall request delivery to it of the
Mortgage File. If a Buydown Mortgage Loan is the subject of a
Principal Prepayment in full during the related Buydown Period,
73
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
74
incurred by it in connection with its activities hereunder
(including payment of Trustee fees and all other fees and
expenses not expressly stated hereunder to be for the account of
the Certificateholders) and shall not be entitled to
reimbursement therefor except as provided in Sections 3.01, 3.03,
3.04 and 3.08.
(b) The Company may, as a condition to granting any
request by a Mortgagor for any consent, modification, waiver or
amendment or any other matter or thing, the granting of which is
in the Company's discretion pursuant to the terms of the
instruments evidencing or securing the related Mortgage Loan and
is permitted by other sections of this Agreement, require (to the
extent permitted by applicable law) that such Mortgagor pay to it
a reasonable or customary fee in accordance with the schedule set
forth as Exhibit H (which may be amended from time to time by
provision of a revised schedule of such fees to the Trustee,
whereupon such revised schedule shall be deemed to be Exhibit H
hereunder) for the additional services performed in connection
with such request, together with any related costs and expenses
incurred by it. Such fees shall be additional servicing
compensation to the Company.
Section 3.11. Reports to the Trustee; Certificate
Account Statements. Not later than 15 days after each
Distribution Date, the Company shall forward to the Trustee a
statement, certified by a Servicing Officer, setting forth the
status of the Mortgage Loan Payment Record as of the close of
business on such Distribution Date and showing, for the period
covered by such statement, the aggregate of credits to the
Mortgage Loan Payment Record for each category of credit
specified in Section 3.02 and each category of debit specified in
Section 3.04.
Section 3.12. Annual Statement as to Compliance. The
Company will deliver to the Trustee, on or before March 31 of
each year, beginning with March 31, 1997, 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, 1997, the Company at its expense shall cause a
firm of independent public accountants (who may also render other
services to the Company) to furnish a report to the Trustee to
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the effect that such firm has examined certain documents and
records relating to the servicing of mortgage loans under pooling
and servicing agreements (including this Agreement) substantially
similar to this Agreement (which agreements shall be described in
a schedule to such statement), and that such examination, which
has been conducted substantially in compliance with the Uniform
Single Attestation Program for Mortgage Bankers has disclosed no
items of noncompliance with the provisions of this Agreement
which, in the opinion of such firm, are material, except for such
items of noncompliance as shall be set forth in such report. For
purposes of such report, such firm may conclusively presume that
any pooling and servicing agreement which governs certificates
offered under a common registration statement under the
Securities Act of 1933 with the Certificates is similar to this
Agreement, unless such other pooling and servicing agreement
expressly states otherwise. 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.
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Section 3.16. Optional Purchase of Defaulted Mortgage
Loans. The Company shall have the right, but not the obligation,
to purchase any Defaulted Mortgage Loan for a price equal to the
Purchase Price therefor. Any such purchase shall be accomplished
as provided in Section 4.04(a) hereof.
ARTICLE IV
PAYMENTS AND STATEMENTS
Section 4.01. Distributions. (a) On each Distribution
Date, the Trustee shall withdraw the Available Funds from the
Certificate Account and shall make distributions to Holders of
the Certificates as of the preceding Record Date in the following
order of priority, to the extent of the remaining Available
Funds:
(i) to each Class of Senior Certificates (other than
any Class of Principal Only Certificates) and the Class S
Certificates, the Accrued Certificate Interest thereon for
such Distribution Date; provided, however, that Accrued
Certificate Interest on the Class A5A Component for such
Distribution Date shall be applied in the manner provided
in Section 4.01(e); and provided further, that any
shortfall in available amounts shall be allocated among
such Classes (and, in the case of the Class A5
Certificates, among its Components) in proportion to the
amount of Accrued Certificate Interest that would otherwise
be distributable thereon (or, if applicable, added to the
Component Principal Balance in the case of the Class A5A
Component);
(ii) to each Class of Senior Certificates (other than
any Class of Principal Only Certificates) and the Class S
Certificates, any related Unpaid Class Interest Shortfall
for such Distribution Date; provided, however, that any
Unpaid Class Interest Shortfall for the Class A5A Component
for such Distribution Date shall be applied in the manner
provided in Section 4.01(e); and provided further, that any
shortfall in available amounts shall be allocated among
such Classes (and, in the case of the Class A5
Certificates, among its Components) in proportion to the
Unpaid Class Interest Shortfall for each such Class (or
Component) on such Distribution Date;
(iii) to the Classes of Senior Certificates, in
reduction of the Class Certificate Principal Balances
thereof, concurrently as follows:
(A) to the Group I Senior Certificates, the Group
I Senior Optimal Principal Amount for such
Distribution Date, in the following order of priority:
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(1) to the Class A4 Certificates (in respect
of the Class A4B Component), up to the amount
necessary to reduce the Component Principal
Balance of such Component to its PAC Balance for
such Distribution Date;
(2) concurrently, to the Class A1
Certificates and the Class A3 Certificates (in
the latter case, in respect of the Class A3B
Component), in proportion to the Class
Certificate Principal Balance of such Class and
the Component Principal Balance of such
Component, up to the amount necessary to reduce
the Class Certificate Principal Balance of such
Class and the Component Principal Balance of such
Component to their respective PAC Balances for
such Distribution Date;
(3) concurrently, to the Class A2 Certificates
and the Class A3 Certificates (in the latter
case, in respect of the Class A3A Component), in
proportion to the Class Certificate Principal
Balance of such Class and the Component Principal
Balance of such Component, up to the amount
necessary to reduce the Class Certificate
Principal Balance of such Class and the Component
Principal Balance of such Component to their
respective PAC Balances for such Distribution
Date;
(4) to the Class A5 Certificates (in respect
of the Class A5B Component), up to the amount
necessary to reduce the Component Principal
Balance of such Component to its PAC Balance for
such Distribution Date;
(5) concurrently, to the Class A4
Certificates (in respect of the Class A4A
Component) and the Class A5 Certificates (in
respect of the Class A5E Component), in
proportion to the respective Component Principal
Balances of such Components, up to the amount
necessary to reduce the Component Principal
Balances of such Components to their respective
TAC Balances for such Distribution Date;
(6) to the Class A5 Certificates (in respect
of the Class A5A Component), up to the amount
necessary to reduce the Component Principal
Balance of such Component to its TAC Balance for
such Distribution Date;
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(7) concurrently, to the Class A6 and Class A7
Certificates, in proportion to the Class
Certificate Principal Balances thereof, until the
Class Certificate Principal Balances of such
Classes have each been reduced to zero;
(8) concurrently, to the Class A4 Certificates
(in respect of the Class A4A Component) and the
Class A5 Certificates (in respect of the Class
A5E Component), in proportion to the respective
Component Principal Balance of such Components,
without regard to their respective TAC Balances,
until the Component Principal Balances of such
Components have each been reduced to zero;
(9) to the Class A5 Certificates (in respect
of the Class A5A Component), without regard to
its TAC Balance, until the Component Principal
Balance thereof has been reduced to zero;
(10) to the Class A4 Certificates (in
respect of the Class A4B Component), without
regard to its PAC Balance, until the Component
Principal Balance thereof has been reduced to
zero;
(11) concurrently, to the Class A1
Certificates and the Class A3 Certificates (in
the latter case, in respect of the Class A3B
Component), in proportion to the Class
Certificate Principal Balance of such Class and
the Component Principal Balance of such
Component, without regard to their respective PAC
Balances, until the Class Certificate Balance of
such Class and the Component Principal Balance of
such Component have each been reduced to zero;
(12) concurrently, to the Class A2
Certificates and the Class A3 Certificates (in
the latter case, in respect of the Class A3A
Component), in proportion to the Class
Certificate Principal Balance of such Class and
the Component Principal Balance of such
Component, without regard to their PAC Balances,
until the Class Certificate Balance of such Class
and the Component Principal Balance of such
Component have each been reduced to zero;
(13) to the Class A5 Certificates (in respect
of the Class A5B Component), without regard to
its PAC Balance, until the Component Principal
Balance thereof has been reduced to zero;
79
(14) sequentially, to the Class R and the
Class RL Certificates, in that order, until the
Class Certificate Balance of each such Class has
been reduced to zero, such that no distribution
will be made on the Class RL Certificate until
the Class Certificate Principal Balance of the
Class R Certificate has been reduced to zero;
(B) to the Group II Senior Certificates, the
Group II Senior Optimal Principal Amount for such
Distribution Date, until the Class Certificate
Principal Balance thereof has been reduced to zero;
and
(C) to the Class PO Certificates, the PO
Principal Distribution Amount for such Distribution
Date, until the Class Certificate Principal Balance
thereof has been reduced to zero;
(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;
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(xii) to the Class B2 Certificates, any Unpaid Class
Interest Shortfall therefor on such Distribution Date;
(xiii) to the Class B2 Certificates, in reduction of the
Class Certificate Principal Balance thereof, such Class's
Allocable Share of the Junior Optimal Principal Amount on
such Distribution Date;
(xiv) to the Class B3 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;
(xv) to the Class B3 Certificates, any Unpaid Class
Interest Shortfall therefor on such Distribution Date;
(xvi) to the Class B3 Certificates, in reduction of the
Class Certificate Principal Balance thereof, such Class's
Allocable Share of the Junior Optimal Principal Amount on
such Distribution Date;
(xvii) to the Class B4 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;
(xviii) to the Class B4 Certificates, any Unpaid Class
Interest Shortfall therefor on such Distribution Date;
(xix) to the Class B4 Certificates, in reduction of the
Class Certificate Principal Balance thereof, such Class's
Allocable Share of the Junior Optimal Principal Amount on
such Distribution Date;
(xx) to the Class B5 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;
(xxi) to the Class B5 Certificates, any Unpaid Class
Interest Shortfall therefor on such Distribution Date; and
(xxii) to the Class B5 Certificates, in reduction of the
Class Certificate Principal Balance thereof, such Class's
Allocable Share of the Junior Optimal Principal Amount on
such Distribution Date.
Notwithstanding the foregoing, amounts otherwise distributable
pursuant to clauses (vii), (x), (xiii), (xvi), (xix) and (xxii)
on any Distribution Date shall be reduced, in inverse order of
priority, by any amount distributed pursuant to clause (iv) on
such date, such that such amount distributed pursuant to clause
(iv) on such date shall be applied first to reduce the amount
distributable pursuant to clause (xxii), and then, to the extent
of any excess, applied second, to reduce the amount distributable
pursuant to clause (xix), third, to reduce the amount
distributable pursuant to clause (xvi), fourth, to reduce the
amount distributable pursuant to clause (xiii), fifth, to reduce
81
the amount distributable pursuant to clause (x) and sixth, to
reduce the amount distributable pursuant to clause (vii).
If, on any Distribution Date, after distributions have been made
pursuant to clauses (i) and (ii) above, the remaining Available
Funds are insufficient to make the full amount of distributions
required to be made pursuant to clause (iii) above, (1) the
amount distributable to the Class PO Certificates pursuant to
clause (iii)(C) shall be equal to the product of (x) the
remaining Available Funds and (y) the fraction, expressed as a
percentage, the numerator of which is the PO Principal
Distribution Amount for such Distribution Date and the
denominator of which is the sum of such PO Principal Distribution
Amount and the Senior Optimal Principal Amount for such
Distribution Date; (2) the amount distributable to the Senior
Certificates other than the Class PO Certificates pursuant to
clauses (iii)(A) and (B) shall be equal to the product of (x) the
remaining Available Funds and (y) the fraction, expressed as a
percentage, the numerator of which is the Senior Optimal
Principal Amount for such Distribution Date and the denominator
of which is the sum of the Senior Optimal Principal Amount and
the PO Principal Distribution Amount for such Distribution Date;
and (3) the amounts distributable to the Group I Senior
Certificates pursuant to clause (iii)(A) and to the Group II
Senior Certificates pursuant to clause (iii)(B), respectively,
shall be equal to the product of (x) the amount determined
pursuant to clause (2) above and (y) a fraction, expressed as a
percentage, the numerator of which is the Group I Senior Optimal
Principal Amount, in the case of the Group I Senior Certificates,
or the Group II Senior Optimal Principal Amount, in the case of
the Group II Senior Certificates, and the denominator of which is
the Senior Optimal Principal Amount for such Distribution Date.
(b) On each Distribution Date, the Trustee shall
distribute to the holder of the Class R Certificate any remaining
amounts in the Upper Tier REMIC for such Distribution Date after
application of all amounts described in clause (a) of this
Section 4.01. Any distributions pursuant to this clause (b) shall
not reduce the Class Certificate Principal Balance of the Class R
Certificate.
(c) If on any Distribution Date the Class Certificate
Principal Balances of the Junior Certificates have each been
reduced to zero, the amount distributable to the Senior
Certificates other than the Class PO Certificates pursuant to
Sections 4.01(a)(iii)(A) and (B) 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 Sections 4.01(a)(iii)(A) and (B).
82
(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) On each Distribution Date through the Accretion
Termination Date, amounts allocable to the Class A5A Component
pursuant to clauses (a)(i) and (a)(ii) of this Section 4.01 shall
not be distributable to the Class A5 Certificates pursuant to
such clauses but shall instead be (i) added to the Component
Principal Balance of the Class A5A Component to the extent of the
Accrual Amount for such Distribution Date, and (ii) distributed
to the following Classes of Certificates, before any
distributions are made pursuant to Section 4.01(a)(iii), in the
following order of priority:
first, concurrently, to the Class A4 Certificates (in
respect of the Class A4A Component) and the Class A5
Certificates (in respect of the Class A5E Component), in
proportion to the Component Principal Balances of such
Components without regard to their respective TAC Balances,
until the Component Principal Balances of such Components
have each been reduced to zero; and
second, to the Class A5 Certificates, as Accrued
Certificate Interest thereon (in respect of the Class A5A
Component).
On each Distribution Date occurring after the Accretion
Termination Date, amounts allocable to the Class A5 Certificates
in respect of the Class A5A Component pursuant to clauses (a)(i)
and (a)(ii) of this Section 4.01 shall be distributable on such
Distribution Date pursuant to such clauses to Holders of the
Class A5 Certificates as Accrued Certificate Interest.
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
83
distribution) by check or money order mailed to a
Certificateholder at the address appearing in the Certificate
Register, or upon written request by such Certificateholder to
the Trustee made not later than the applicable Record Date, by
wire transfer to a U.S. depository institution acceptable to the
Trustee, or by such other means of payment as such
Certificateholder and the Trustee shall agree.
(b) Each distribution with respect to a Book-Entry
Certificate shall be paid to the Depository, which shall credit
the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to
each Financial Intermediary for which it acts as agent. Each
Financial Intermediary shall be responsible for disbursing funds
to the Certificate Owners that it represents. All such credits
and disbursements with respect to a Book-Entry Certificate are to
be made by the Depository and the Depository Participants in
accordance with the provisions of the applicable Certificates.
Neither the Trustee nor the Company shall have any responsibility
therefor except as otherwise provided by applicable law.
(c) The Trustee shall withhold or cause to be withheld
such amounts as it reasonably determines are required by the Code
(giving full effect to any exemptions from withholding and
related certifications required to be furnished by
Certificateholders or Certificate Owners and any reductions to
withholding by virtue of any bilateral tax treaties and any
applicable certification required to be furnished by
Certificateholders or Certificate Owners with respect thereto)
from distributions to be made to Non-U.S. Persons. If the Trustee
reasonably determines that a more accurate determination of the
amount required to be withheld for a distribution can be made
within a reasonable period after the scheduled date for such
distribution, it may hold such distribution in trust for a holder
of a Residual Certificate until such determination can be made.
For the purposes of this paragraph, a "Non-U.S. Person" is 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.
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.
84
(b) With respect to any Distribution Date, the
principal portion of each Realized Loss (other than any Excess
Loss) shall be allocated as follows:
(i) the applicable PO Percentage of the principal
portion of any such Realized Loss shall be allocated to the
Class PO Certificates until the Class Certificate Principal
Balance thereof has been reduced to zero; and
(ii) the applicable Non-PO Percentage of the principal
portion of any such Realized Loss shall be allocated in the
following order of priority:
first, to the Class B5 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero;
second, to the Class B4 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero;
third, to the Class B3 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero;
fourth, to the Class B2 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero;
fifth, to the Class B1 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero;
sixth, to the Class M Certificates until the Class
Certificate Principal Balance thereof has been reduced
to zero; and
seventh, to the Classes of Senior Certificates
other than the Class PO Certificates, pro rata, in
accordance with their Class Certificate Principal
Balances; provided, that any such loss allocated to
any Class of Accrual Certificates (and any Accrual
Component) shall be allocated (subject to Section
4.03(d)) on the basis of the lesser of (x) the Class
Certificate Principal Balance (or Component Principal
Balance) thereof immediately prior to the applicable
Distribution Date and (y) the Class Certificate
Principal Balance (or Component Principal Balance)
thereof on the Closing Date (as reduced by any
Realized Losses previously allocated thereto).
85
(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.
86
(g) Notwithstanding the foregoing, no such allocation
of any Realized Loss shall be made on a Distribution Date to a
Class of Certificates to the extent that such allocation would
result in the reduction of the aggregate Certificate Principal
Balances of all the Certificates as of such Distribution Date,
after giving effect to all distributions and prior allocations of
Realized Losses on such date, to an amount less than the
aggregate Scheduled Principal Balance of the Mortgage Loans as of
the first day of the month of such Distribution Date, less any
Deficient Valuations occurring on or prior to the Bankruptcy
Coverage Termination Date (such limitation, the "Loss Allocation
Limitation").
(h) Any allocation of a Realized Loss to a Class of
Certificates (or Component), or of any Subordinate Certificate
Writedown Amount to a Class of Subordinate Certificates, pursuant
to this Section 4.03 shall effect a corresponding allocation
thereof to the corresponding Class of Lower Tier Interests and,
in the case of the principal portion of any such Realized Loss
and any such Subordinate Certificate Writedown Amount, a
corresponding reduction in the related Lower Tier Balance
thereof.
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) or purchase
any Modified Mortgage Loan pursuant to Section 3.01(c)), no
Monthly Advance shall be required with respect thereto for the
month in which such purchase occurs (or, in the case of a
purchase of a Modified Mortgage Loan, in the month in which the
Purchase Price thereof is required to be deposited in the
Certificate Account). 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 deposit in 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 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,
87
as shall be necessary to vest in the Company any Mortgage Loan
released pursuant hereto.
(b) In the event that the Company deposits or expects
to deposit 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 deposited, if
any, shall be deemed to have been deposited 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. (a)
Each month, at least two Business Days prior to each Distribution
Date, the Company shall deliver to the Trustee for mailing to
each Certificateholder, and the Trustee shall mail to each
Certificateholder on such Distribution Date, a statement (each, a
"Distribution Date Statement") substantially in the form of
Exhibit J hereto, setting forth:
(i) The amount of such distribution to the
Certificateholders of each Class (and in respect of any
Component), other than any Notional Certificates (and any
Notional Component), allocable to principal, separately
identifying the aggregate amount of any Principal
Prepay-ments 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 of any Class of Accrual Certificates;
88
(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 and the
Certificate Principal Balance (or Notional Principal
Balance) of a Single Certificate of each Class after giving
effect to (i) all distributions allocable to principal (or
reductions in the Notional Principal Balance, in the case
of the Notional Certificates, or the addition of any
Accrual Amount, in the case of any Class of Accrual
Certificates) made on such Distribution Date and (ii) the
allocation of any Realized Losses and any Subordinate
Certificate Writedown Amount for such Distribution Date;
(vi) The Pay-out Rate applicable to each Class of
Certificates;
(vii) The book value and unpaid principal balance of any
real estate acquired on behalf of Certificateholders
through foreclosure, or grant of a deed in lieu of
foreclosure or otherwise, of any REO Mortgage Loan, and the
number of the related Mortgage Loans;
(viii) The aggregate Scheduled Principal Balances and
number of Mortgage Loans which, as of the close of business
on the last day of the month preceding the related
Distribution Date, were (a) delinquent as to a total of (x)
30-59 days, (y) 60-89 days and (z) 90 days or more, and (b)
in foreclosure;
(ix) The Scheduled Principal Balance of any Mortgage
Loan replaced pursuant to Section 2.03(b), and of any
Modified Mortgage Loan purchased pursuant to Section
3.01(c);
(x) The Certificate Interest Rates of any LIBOR
Certificates, any COFI Certificates and the Class S
Certificates applicable to the Interest Accrual Period
relating to such Distribution Date and such Class;
(xi) The Senior Percentage, Group I Senior Percentage,
Group II Senior Percentage, Group I Scheduled Distribution
89
Percentage, Group II Scheduled Distribution Percentage and
Junior Percentage for such Distribution Date; and
(xii) The Senior Prepayment Percentage, Group I Senior
Prepayment Percentage, Group II Senior Prepayment
Percentage and Junior Prepayment Percentage for such
Distribution Date.
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).
90
(b) On or prior to January 20th of each year,
commencing in 1997, the Company shall furnish to the Trustee for
mailing to each Person who at any time during the calendar year
was a Certificateholder a statement containing information
required to be provided pursuant to the Code.
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 1996, make the
reports of foreclosures and abandonments of any Mortgaged
Property as required by section 6050J of the Code. In order to
facilitate this reporting process, the Company, on or before
January 15th of each year, shall provide to the Trustee reports
relating to each instance occurring during the previous calendar
year in which the Company (i) on behalf of the Trustee acquires
an interest in a Mortgaged Property through foreclosure or other
comparable conversion in full or partial satisfaction of a
Mortgage Loan, or (ii) knows or has reason to know that a
Mortgaged Property has been abandoned. Reports from the Company
shall be in form and substance sufficient to meet the reporting
requirements imposed by section 6050J of the Code.
Section 4.08. Reduction of Servicing Fees by
Compensating Interest Payments. The aggregate amount of the
Servicing Fees subject to retention by the Company as servicer in
respect of any Distribution Date shall be reduced by the amount
of any Compensating Interest Payment for such Distribution Date.
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 $201,459,310.47. 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 $27,430,000.00 6.875% $25,000
Class A2 38,884,000.00 7.125 25,000
Class A3 6,188,000.00 9.000 25,000
Class A4 33,710,000.00 7.375 25,000
Class A5 59,497,000.00 (2) 25,000
Class A6 15,035,000.00 (3) 25,000
Class A7 2,425,000.00 (3) 25,000
Class A8 7,004,800.00 7.750 25,000
Class PO 204,611.76 0.000 42,000
Class M 3,525,000.00 7.750 100,000
Class B1 2,519,000.00 7.750 100,000
Class B2 2,518,000.00 7.750 100,000
Class B3 1,007,000.00 7.750 250,000
Class B4 605,000.00 7.750 250,000
Class B5 908,698.71 7.750 250,000
Class S (1) (1) 12,500,000
Class R 100.00 7.750 100
Class RL 100.00 7.750 100
(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 (or $1,000,000 in the case of
the Class S Certificates) in excess thereof (and, if necessary,
in the amount of the remaining Class Certificate Principal
--------------------------
(1) The Class S Certificates are issued with an initial
Notional Principal Balance of $191,749,833.25 and shall
bear interest at the Strip Rate.
(2) The amount of interest that will accrue on the Class A5
Certificates on any Distribution Date will be equal the sum
of the Accrued Certificate Interest for the related
Interest Accrued Period on each Component of the Class A5
Certificates.
(3) The Certificate Interest Rates of each of the Class A6 and
Class A7 Certificates for each Interest Accrual Period
shall be determined as provided in Section 5.01(f).
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Balance or Notional Principal Balance, as applicable, of each
Class, in the case of one Certificate of such Class). Each Class
of Residual Certificates 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 and the
Class S Certificates may evidence an additional amount equal to
the remainder of the Class Certificate Principal Balance (or
Notional Principal Balance) of such Class.
(d) The Certificates shall be executed by manual or
facsimile signature on behalf of the Trustee by an authorized
officer under its seal, which may be in facsimile form and be
imprinted or otherwise reproduced thereon. Certificates bearing
the manual or facsimile signatures of individuals who were, at
the time when such signatures were affixed, authorized to sign on
behalf of the Trustee shall bind the Trustee, notwithstanding
that such individuals or any of them have ceased to be so
authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such
Certificate. No Certificate shall be entitled to any benefit
under this Agreement, or be valid for any purpose, unless such
Certificate shall have been manually countersigned by the Trustee
substantially in the forms set forth in Exhibit A hereto, and
such countersignature upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been
duly executed and delivered hereunder. All Certificates issued on
the Closing Date shall be dated the Closing Date; all
Certificates issued thereafter shall be dated the date of their
countersignature.
(e) The Strip Rate for each Interest Accrual Period
shall be determined by the Company and included in the Servicer's
Certificate for the related Distribution Date.
(f) During the first Interest Accrual Period, the
Certificate Interest Rate of the Class A6 Certificates shall be
6.725% per annum. For each subsequent Interest Accrual Period,
the Certificate Interest Rate of the Class A6 Certificates shall
be a per annum rate equal to 1.35% plus LIBOR for the related
LIBOR Determination Date, subject to a maximum rate of 9.00% and
a minimum rate of 1.35%.
During the first Interest Accrual Period, the Certificate
Interest Rate of the Class A7 Certificates shall be 14.105% per
annum. For each subsequent Interest Accrual Period, the
Certificate Interest Rate of the Class A7 Certificates shall be a
per annum rate equal to (i) 47.43% minus (ii) the product of 6.2
and LIBOR for the related LIBOR Determination Date, subject to a
maximum rate of 47.43% and a minimum rate of 0.0%.
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Section 5.02. Registration of Transfer and Exchange of
Certificates. (a) The Trustee shall cause to be kept at an office
or agency in the city in which the Corporate Trust Office of the
Trustee is located or in the City of New York, New York a
Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for
the registration of Certificates and of transfers and exchanges
of Certificates as herein provided. The Trustee shall initially
serve as Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as
herein provided.
Subject to Sections 5.02(b) and 5.02(c), upon
surrender for registration of transfer of any Certificate at the
Corporate Trust Office, the Trustee shall execute, authenticate
and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same Class in
authorized denominations of a like Percentage Interest.
At the option of a Certificateholder, Certificates may
be exchanged for other Certificates of authorized denominations
of a like Class and Percentage Interest, upon surrender of the
Certificates to be exchanged at any such office or agency.
Whenever any Certificates are so surrendered for exchange the
Trustee shall execute, countersign and deliver the Certificates
which the Certificateholder making the exchange is entitled to
receive. Every Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a
written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder
thereof or his attorney duly authorized in writing.
No service charge shall be made for any registration
of transfer or exchange of Certificates, but the Trustee may
require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
All Certificates surrendered for registration of
transfer and exchange shall be canceled and subsequently
destroyed by the Trustee and a certificate of destruction shall
be delivered by the Trustee to the Company.
(b) No legal or beneficial interest in all or any
portion of the Residual Certificates may be transferred directly
or indirectly to (i) a Disqualified Organization or an agent of a
Disqualified Organization (including a broker, nominee, or
middleman), (ii) an entity that holds REMIC residual securities
as nominee to facilitate the clearance and settlement of such
securities through electronic book-entry changes in accounts of
participating organizations (a "Book-Entry Nominee"), or (iii) an
individual, corporation, partnership or other person unless such
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transferee (A) is not a Non-U.S. Person or (B) is a Non-U.S.
Person that holds a Residual Certificate in connection with the
conduct of a trade or business within the United States and has
furnished the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 or (C) is a Non-U.S. Person
that has delivered to both the transferor and the Trustee an
opinion of a nationally recognized tax counsel to the effect that
the transfer of a Residual Certificate to it is in accordance
with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of a Residual Certificate will
not be disregarded for federal income tax purposes (any such
person who is not covered by clause (A), (B) or (C) above being
referred to herein as a "Non-permitted Foreign Holder"), and any
such purported transfer shall be void and have no effect. The
Trustee shall not execute, and shall not authenticate and
deliver, a Residual Certificate in connection with any transfer
thereof unless the transferor shall have provided to the Trustee
an affidavit, substantially in the form attached as Exhibit F
hereto, signed by the transferee, to the effect that the
transferee is not such a Disqualified Organization, an agent
(including a broker, nominee, or middleman) for any entity as to
which the transferee has not received a substantially similar
affidavit, a Book-Entry Nominee or a Non-permitted Foreign
Holder, which affidavit shall contain the consent of the
transferee to any such amendments of this Agreement as may be
required to further effectuate the foregoing restrictions on
transfer of the Residual Certificates to Disqualified
Organizations, Book-Entry Nominees or Non-permitted Foreign
Holders, and an agreement by the Transferee that it will not
transfer a Residual Certificate without providing to the Trustee
an affidavit substantially in the form attached as Exhibit F
hereto and a letter substantially in the form attached as Exhibit
G hereto. Such affidavit shall also contain the statement of the
transferee that (i) it does not have the intention to impede the
assessment or collection of any federal, state or local taxes
legally required to be paid with respect to the Residual
Certificates and (ii) it understands that it may incur tax
liabilities in excess of cash flows generated by a Residual
Certificate and that it intends to pay taxes associated with
holding a Residual Certificate as they become due.
The affidavit described in the preceding paragraph, if
not executed in connection with the initial issuance of the
Residual Certificates, shall be accompanied by a written
statement in the form attached as Exhibit G hereto, signed by the
transferor, to the effect that as of the time of the transfer,
the transferor has (i) no actual knowledge that the transferee is
a Disqualified Organization, Book-Entry Nominee or Non-permitted
Foreign Holder, (ii) no reason to believe that the transferee has
the intention to impede the assessment or collection of any
federal, state or local taxes legally required to be paid with
respect to a Residual Certificate, and (iii) conducted a
reasonable investigation and
95
found that the transferee had historically paid its debts as they
came due and found no significant evidence to indicate that the
transferee will not continue to pay its debts as they become due.
The Residual Certificates shall bear a legend referring to the
foregoing restrictions contained in this paragraph and the
preceding paragraph.
Upon notice to the Company that any legal or
beneficial interest in any portion of the Residual Certificates
has been transferred, directly or indirectly, to a Disqualified
Organization or agent thereof (including a broker, nominee, or
middleman) in contravention of the foregoing restrictions, (i)
such transferee shall be deemed to hold the Residual Certificate
in constructive trust for the last transferor who was not a
Disqualified Organization or agent thereof, and such transferor
shall be restored as the owner of such Residual Certificate as
completely as if such transfer had never occurred, provided that
the Company may, but is not required to, recover any
distributions made to such transferee with respect to the
Residual Certificate and return such recovery to the transferor,
and (ii) the Company agrees to furnish to the Internal Revenue
Service and to any transferor of the Residual Certificate or such
agent (within 60 days of the request therefor by the transferor
or agent) such information necessary to the application of
section 860E(e) of the Code as may be required by the Code,
including but not limited to the present value of the total
anticipated excess inclusions with respect to the Residual
Certificate (or portion thereof) for periods after such transfer.
At the election of the Company, the cost to the Company of
computing and furnishing such information may be charged to the
transferor or such agent referred to above; however, the Company
shall in no event be excused from furnishing such information.
The restrictions on transfers of the Residual
Certificates set forth in the preceding three paragraphs shall
cease to apply to transfers (and the applicable portions of the
legend to the Residual Certificates may be deleted) after
delivery to the Trustee of an Opinion of Counsel to the effect
that the elimination of such restrictions will not cause either
the Upper Tier REMIC or the Lower Tier 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
96
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 Restricted 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 and the Class A5 Certificates to the Initial
Purchaser (as defined in the applicable Private Placement
Memorandum) or its nominee and (ii) the Class S Certificates to
the Company or upon any subsequent transfer of any Class S
Certificate by the Company, provided that if any Restricted
Junior Certificates or Class A5 Certificates are, at the request
of the Initial Purchaser, registered in the name of its nominee,
the Initial Purchaser shall be deemed to acknowledge and agree
with the Company and the Trustee that no transfer of a beneficial
interest in such Certificates will be made without registering
such Certificates in the name of the transferee, which shall be a
Person other than such nominee. Any opinion or letter required
pursuant to this paragraph shall not be at the expense of the
Trust Fund or the Trustee.
(c) (i) No transfer of an ERISA-Restricted Certificate
in the form of a Definitive Certificate shall be made to any
Person unless the Trustee has received (A) a certificate
(substantially in the form of Exhibit E or such other form as is
acceptable to the Company and the Trustee) from such transferee
to the effect that such transferee (i) is not a Plan or a Person
that is using the assets of a Plan to acquire such ERISA-
97
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
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Depository shall maintain book-entry records with respect to the
Certificate Owners and with respect to ownership and transfers of
such Certificates; (iii) ownership and transfers of registration
of the Certificates issued in book-entry form on the books of the
Depository shall be governed by applicable rules established by
the Depository and the rights of Certificate Owners with respect
to Book-Entry Certificates shall be governed by applicable law
and agreements between such Certificate Owners and the
Depository, Depository Participants, and indirect participating
firms; (iv) the Depository may collect its usual and customary
fees, charges and expenses from its Depository Participants; (v)
the Trustee shall deal with the Depository, Depository
Participants and indirect participating firms as authorized
representatives of the Certificate Owners of the Certificates
issued in book-entry form for all purposes including the making
of payments due on the Book-Entry Certificates and exercising the
rights of Holders under this Agreement, and requests and
directions for and votes of such representatives shall not be
deemed to be inconsistent if they are made with respect to
different Certificate Owners; (vi) the Trustee may rely and shall
be fully protected in relying upon information furnished by the
Depository with respect to its Depository Participants and
furnished by the Depository Participants with respect to indirect
participating firms and persons shown on the books of such
indirect participating firms as direct or indirect Certificate
Owners; (vii) Certificate Owners shall not be entitled to
certificates for the Book-Entry Certificates and (viii) the
Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders
and give notice to the Depository of such record date.
All transfers by Certificate Owners of Book-Entry
Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm
representing such Certificate Owner. Each Depository Participant
shall only transfer Book-Entry Certificates of Certificate Owners
it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures. Except as
provided herein, the Trustee shall have no duty to monitor or
restrict the transfer of Certificates or interests therein, and
shall have no liability for any transfer, including any transfer
made through the book-entry facilities of the Depository or
between or among Depository Participants or Certificate Owners,
made in violation of applicable restrictions set forth herein,
except in the event of the failure of the Trustee to perform its
duties and fulfill its obligations under this Agreement.
(f) If (x)(i) the Company or the Depository advises
the Trustee in writing that the Depository is no longer willing,
qualified or able to properly discharge its responsibilities as
Depository, and (ii) the Trustee or the Company is unable to
locate a qualified successor, (y) the Company at its option
99
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 one certificate for each Class of
Book-Entry Certificates registered in the name of the
Depository's nominee, Cede & Co. The face amount of each such
Certificate shall represent 100% of the initial Class Certificate
Principal Balance thereof, except for such amount that does not
constitute an acceptable denomination to the Depository. An
additional Certificate of each Class of Book-Entry Certificates
may be issued evidencing such remainder and, if so issued, will
be held in physical certificated form by the Holders thereof.
Each Certificate issued in book-entry form shall bear the
following legend:
"Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein."
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates. If (a) any mutilated Certificate is surrendered to
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the Certificate Registrar, or the Certificate Registrar receives
evidence to its satisfaction of the destruction, loss or theft of
any Certificate and (b) there is delivered to the Company, the
Certificate Registrar and the Trustee such security or indemnity
as may be required by them to save each of them harmless, then,
in the absence of notice to the Certificate Registrar or the
Trustee that such Certificate has been acquired by a bona fide
purchaser, the Trustee shall execute, countersign and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor, Class and
Percentage Interest. In connection with the issuance of any new
Certificate under this Section 5.03, the Trustee may require the
payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any
duplicate Certificate issued pursuant to this Section 5.03 shall
constitute complete and indefeasible evidence of ownership in the
Trust Fund, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners. Prior to due
presentation of a Certificate for registration of transfer, the
Company, the Trustee, the Certificate Registrar and any agent of
the Company, the Trustee or the Certificate Registrar may treat
the person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and for all other purposes
whatsoever, and neither the Company, the Trustee, the Certificate
Registrar nor any agent of the Company, the Trustee or the
Certificate Registrar shall be affected by any notice to the
contrary.
Section 5.05. Access to List of Certificateholders'
Names and Addresses. The Certificate Registrar will furnish or
cause to be furnished to the Company, within 15 days after
receipt by the Certificate Registrar of request therefor from the
Company in writing, a list, in such form as the Company may
reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date for payment
of distributions to Certificateholders. If three or more
Certificateholders (hereinafter referred to as "applicants")
apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other
Certificateholders with respect to their rights under this
Agreement or under the Certificates and is accompanied by a copy
of the communication which such applicants propose to transmit,
then the Trustee shall, within five Business Days after the
receipt of such application, afford such applicants access during
normal business hours to the most recent list of
Certificateholders held by the Trustee. If such list is as of a
date more than 90 days prior to the date of receipt of such
101
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: (000) 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
102
index, and shall adjust the alternative index by such average.
The Company shall select a particular index as an alternative
only if it receives an Opinion of Counsel to the effect that the
selection of such index will not cause any REMIC established
hereunder to fail to qualify as a REMIC for federal income tax
purposes. In the absence of manifest error, the selection of any
alternative index as provided by this Section 5.07(b) shall be
final and binding for each subsequent Interest Accrual Period.
Upon the occurrence of an Alternative Rate Event, the Trustee
shall have no responsibility for the determination of any
alternative index or the calculation of the Certificate Interest
Rates for the COFI Certificates.
(c) If at any time after the occurrence of an
Alternative Rate Event the Federal Home Loan Bank of San
Francisco resumes publication of COFI, the Certificate Interest
Rates for the COFI Certificates for each Interest Accrual Period
commencing thereafter will be calculated by reference to COFI.
Section 5.08. Determination of LIBOR. (a) If the
outstanding Certificates include any LIBOR Certificates, then on
each LIBOR Determination Date the Trustee shall determine LIBOR
on the basis of the offered LIBOR quotations of the Reference
Banks as of 11:00 a.m. London time on such LIBOR Determination
Date as follows:
(i) 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%);
(ii) If on any LIBOR Determination Date only one or
none of the Reference Banks provides such offered
quotations, LIBOR for the next Interest Accrual Period will
be whichever is the higher of (x) LIBOR as determined on
the previous LIBOR Determination Date or (y) the Reserve
Interest Rate. The "Reserve Interest Rate" will be either
(A) the rate per annum which 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 rates that New York City banks
selected by the Trustee are quoting, on the relevant LIBOR
Determination Date, to the principal London offices of
leading banks in the London interbank market or (B) in the
event that the Trustee can determine no such arithmetic
mean, the lowest one-month Eurodollar lending rate that the
New York City banks selected by the Trustee are quoting on
such LIBOR Determination Date to leading European banks;
and
103
(iii) If on any LIBOR Determination Date the Trustee is
required but is unable to determine the Reserve Interest
Rate in the manner provided in paragraph (ii) above, 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. In all cases, the Trustee may conclusively
rely on quotations of LIBOR for the Reference Banks as such
quotations appear on the display designated "LIBO" on the Reuters
Monitor Money Rates Service.
(c) Within five Business Days of the Trustee's
calculation of the Certificate Interest Rates of the LIBOR
Certificates, the Trustee shall furnish to the Company by
telecopy (or by such other means as the Trustee and the Company
may agree from time to time) such Certificate Interest Rates.
(d) The Trustee shall provide to Certificateholders
who inquire of it by telephone the Certificate Interest Rates of
the LIBOR Certificates for the current and immediately preceding
Interest Accrual Period.
(e) As used herein, "Reference Banks" shall mean no
more than four leading banks engaged in transactions in
Eurodollar deposits in the international Eurocurrency market (i)
with an established place of business in London, England, (ii)
whose quotations appear on the "Reuters Screen LIBO Page" (as
described in the definition of LIBOR hereof) 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, the Trustee, after
consultation with the Company, shall use its best efforts to
designate alternate Reference Banks.
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ARTICLE VI
THE COMPANY
Section 6.01. Liability of the Company. The Company
shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by the
Company herein.
Section 6.02. Merger or Consolidation of, or
Assumption of the Obligations of, the Company. Any corporation
into which the Company may be merged or consolidated, or any
corporation resulting from any merger, conversion or
consolidation to which the Company shall be a party, or any
corporation succeeding to the business of the Company, or any
corporation, more than 50% of the voting stock of which is,
directly or indirectly, owned by General Electric Company, or any
limited partnership, the sole general partner of which is either
the Company or a corporation, more than 50% of the voting stock
of which is owned, directly or indirectly, by General Electric
Company, which executes an agreement of assumption to perform
every obligation of the Company hereunder, shall be the successor
of the Company hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.
Section 6.03. Assignment. The Company may assign its
rights and delegate its duties and obligations as servicer under
this Agreement; provided, that (i) the purchaser or transferee
accepting such assignment or delegation is qualified to service
mortgage loans for FNMA or FHLMC, is reasonably satisfactory to
the Trustee and executes and delivers to the Trustee an
agreement, in form and substance reasonably satisfactory to the
Trustee, which contains an assumption by such purchaser or
transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the
Company as servicer hereunder from and after the date of such
agreement and (ii) each Rating Agency's rating of any Classes of
Certificates in effect immediately prior to such assignment or
delegation would not be qualified, downgraded or withdrawn as a
result thereof. In the case of any such assignment or delegation,
the Company will be released from its obligations as servicer
hereunder except for liabilities and obligations as servicer
incurred prior to such assignment or delegation.
Section 6.04. Limitation on Liability of the Company
and Others. Neither the Company nor any of the directors or
officers or employees or agents of the Company shall be under any
liability to the Trust Fund or the Certificateholders for any
action taken or for refraining from the taking of any action by
the Company pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not
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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.
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ARTICLE VII
DEFAULT
Section 7.01. Events of Default. If any one of the
following events ("Events of Default") shall occur and be
continuing:
(i) Any failure by the Company to make any payment to
the Trustee of funds pursuant to Section 3.02(d) out of
which distributions to Certificateholders of any Class are
required to be made under the terms of the Certificates and
this Agreement which failure continues unremedied for a
period of three Business Days after the date upon which
written notice of such failure shall have been given to the
Company by the Trustee or to the Company and the Trustee by
Holders of Certificates of each Class affected thereby
evidencing, as to each such Class, Percentage Interests
aggregating not less than 25%; or
(ii) Failure on the part of the Company duly to observe
or perform in any material respect any other covenants or
agreements of the Company set forth in the Certificates or
in this Agreement, which covenants and agreements (A)
materially affect the rights of Certificateholders and (B)
continue unremedied for a period of 60 days after the date
on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Company by the
Trustee, or to the Company and the Trustee by the Holders
of Certificates of each Class affected thereby evidencing,
as to each such Class, Percentage Interests aggregating not
less than 25%; or
(iii) The entry of a decree or order by a court or
agency or supervisory authority having jurisdiction in the
premises for the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar
proceedings of or relating to the Company, or for the
winding up or liquidation of the Company's affairs, and the
continuance of any such decree or order unstayed and in
effect for a period of 60 consecutive days; or
(iv) The consent by the Company to the appointment of a
conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities
or similar proceedings of or relating to the Company or of
or relating to substantially all of its property; or the
Company shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its
107
creditors, or voluntarily suspend payment of its
obligations;
then, and in each and every such case, so long as an Event of
Default shall not have been remedied by the Company, either the
Trustee, or the Holders of Certificates of each Class affected
thereby evidencing, as to each such Class, Percentage Interests
aggregating not less than 51%, by notice then given in writing to
the Company (and to the Trustee if given by the
Certificateholders) may terminate all of the rights and
obligations of the Company as servicer under this Agreement. On
or after the receipt by the Company of such written notice, all
authority and power of the Company under this Agreement, whether
with respect to the Certificates or the Mortgage Loans or
otherwise, shall pass to and be vested in the Trustee pursuant to
and under this Section 7.01; and, without limitation, the Trustee
is hereby authorized and empowered to execute and deliver, on
behalf of the Company, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all
other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the
transfer and endorsement of the Mortgage Loans and related
documents, or otherwise, including, without limitation, the
recordation of the assignments of the Mortgage Loans to it. The
Company agrees to cooperate with the Trustee in effecting the
termination of the responsibilities and rights of the Company
hereunder, including, without limitation, the transfer to the
Trustee for the administration by it of all cash amounts that
shall at the time be held by the Company and that have been or
should have been credited by it to the Mortgage Loan Payment
Record, or that have been deposited by the Company in the
Certificate Account or are thereafter received by the Company
with respect to the Mortgage Loans. In addition to any other
amounts which are then, or, notwithstanding the termination of
its activities as servicer, may become, payable to the Company
under this Agreement, the Company shall be entitled to receive
out of any delinquent payment on account of interest on a
Mortgage Loan, due during the period prior to the notice pursuant
to this Section 7.01 which terminates the obligation and rights
of the Company hereunder and received after such notice, that
portion of such payment which it would have been entitled to
retain pursuant to Section 3.04(vi) if such notice had not been
given.
Section 7.02. Trustee to Act; Appointment of
Successor. (a) On and after the time the Company receives a
notice of termination pursuant to Section 7.01, the Trustee shall
be the successor in all respects to the Company in its capacity
as servicer under this Agreement and the transactions set forth
or provided for herein and shall succeed to all the rights of and
be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Company in its capacity as
108
servicer by the terms and provisions hereof; provided, however,
that the responsibilities and duties of the Company pursuant to
Sections 2.02 and 2.03(a) and, if the Trustee is prohibited by
law or regulation from making Monthly Advances, the
responsibility to make Monthly Advances pursuant to Section 4.04,
shall not be the responsibilities, duties or obligations of the
Trustee; and provided further, that any failure of the Trustee to
perform such duties and responsibilities that is caused by the
Company's failure to cooperate with the Trustee as required by
Section 7.01 shall not be considered a default by the Trustee
hereunder. As compensation therefor, the Trustee shall, except as
provided in Section 7.01, be entitled to such compensation as the
Company would have been entitled to hereunder if no such notice
of termination had been given. Notwithstanding the above, the
Trustee may, if it shall be unwilling so to act, or shall, if it
is legally unable so to act, appoint, or petition a court of
competent jurisdiction to appoint, any established housing and
home finance institution approved to service mortgage loans for
either FNMA or FHLMC, having a net worth of not less than
$10,000,000, as the successor to the Company hereunder in the
assumption of all or any part of the responsibilities, duties or
liabilities of the Company hereunder. Pending appointment of a
successor to the Company pursuant to this Article VII, unless the
Trustee is prohibited by law from so acting, the Trustee shall
act in such capacity as hereinabove provided. In connection with
such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree;
provided, however, that no such compensation shall be in excess
of that permitted the Company hereunder. The Trustee and such
successor shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such succession.
(b) Any successor, including the Trustee, to the
Company as servicer pursuant to this Article VII shall during the
term of its service as servicer maintain in force (i) a policy or
policies of insurance covering errors and omissions in the
performance of its obligations as servicer hereunder, and (ii) a
fidelity bond in respect of its officers, employees and agents to
the same extent as the Company is so required pursuant to Section
3.15.
Section 7.03. Notification to Certificateholders. Upon
any termination or appointment of a successor to the Company
pursuant to this Article VII, the Trustee shall give prompt
written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register.
ARTICLE VIII
THE TRUSTEE
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Section 8.01. Duties of Trustee. The Trustee, prior to
the occurrence of an Event of Default and after the curing of all
Events of Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in
this Agreement. If an Event of Default has occurred (which has
not been cured), the Trustee shall exercise such of the rights
and powers vested in it by this Agreement, and use the same
degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of
his or her own affairs.
The Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee which are specifically
required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they conform
to the requirements of this Agreement.
No provision of this Agreement shall be construed to
relieve the Trustee from liability for its own negligent action,
its own negligent failure to act or its own misconduct; provided,
however, that:
(i) Prior to the occurrence of an Event of Default,
and after the curing of all such Events of Default which
may have occurred, the duties and obligations of the
Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be
liable except for the performance of such duties and
obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be
read into this Agreement against the Trustee and, in the
absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this
Agreement;
(ii) The Trustee shall not be personally liable for an
error of judgment made in good faith by a Responsible
Officer of the Trustee, unless it shall be proved that the
Trustee was negligent in performing its duties in
accordance with the terms of this Agreement;
(iii) The Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be
taken by it in good faith in accordance with the direction
of the Holders of Certificates of each Class affected
thereby evidencing, as to each such Class, Percentage
Interests aggregating not less than 25%, relating to the
time, method and place of conducting any proceeding for any
remedy
110
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;
111
(iii) The Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this
Agreement, or to institute, conduct or defend any
litigation hereunder or in relation hereto, at the request,
order or direction of any of the Certificateholders,
pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or
thereby; nothing contained herein shall, however, relieve
the Trustee of the obligations, upon the occurrence of an
Event of Default (which has not been cured), to exercise
such of the rights and powers vested in it by this
Agreement, and to use the same degree of care and skill in
their exercise as a prudent person would exercise or use
under the circumstances in the conduct of his or her own
affairs;
(iv) The Trustee shall not be personally liable for any
action taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have
occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or
other paper or documents, unless requested in writing so to
do by Holders of Certificates of each Class affected
thereby evidencing, as to each such Class, Percentage
Interests aggregating not less than 25%; provided, however,
that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred
by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this
Agreement, the Trustee may require reasonable indemnity
against such cost, expense or liability as a condition to
such proceeding. The reasonable expense of every such
investigation shall be paid by the Company or, if paid by
the Trustee, shall be reimbursed by the Company upon
demand. Nothing in this clause (v) shall derogate from the
obligation of the Company to observe any applicable law
prohibiting disclosure of information regarding the
Mortgagors; and
(vi) The Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys or a
custodian.
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Section 8.03. Trustee Not Liable for Certificates or
Mortgage Loans. The recitals contained herein and in the
Certificates (other than the signature and countersignature of
the Trustee on the Certificates) shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as
to the validity or sufficiency of this Agreement or of the
Certificates (other than the signature and countersignature of
the Trustee on the Certificates) or of any Mortgage Loan or
related document. The Trustee shall not be accountable for the
use or application by the Company of any of the Certificates or
of the proceeds of such Certificates, or for the use or
application of any funds paid to the Company in respect of the
Mortgage Loans or deposited in or withdrawn from the Certificate
Account by the Company.
Section 8.04. Trustee May Own Certificates. The
Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights as it would
have if it were not Trustee.
Section 8.05. The Company to Pay Trustee's Fees and
Expenses. The Company covenants and agrees to pay to the Trustee
from time to time, and the Trustee shall be entitled to,
reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an
express trust) for all services rendered by it in the execution
of the trusts hereby created and in the exercise and performance
of any of the powers and duties hereunder of the Trustee, and the
Company will pay or reimburse the Trustee upon its request for
all reasonable expenses, disbursements and advances (including
any Monthly Advances of the Trustee not previously reimbursed
thereto pursuant to Section 3.04) incurred or made by the Trustee
in accordance with any of the provisions of this Agreement
(including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in
its employ) except any such expense, disbursement or advance as
may arise from its negligence or bad faith or which is the
responsibility of Certificateholders hereunder. In addition, the
Company covenants and agrees to indemnify the Trustee from, and
hold it harmless against, any and all losses, liabilities,
damages, claims or expenses other than those resulting from the
negligence or bad faith of the Trustee. From time to time, the
Trustee may request that the Company debit the Mortgage Loan
Payment Record pursuant to Section 3.04 to reimburse the Trustee
for any Monthly Advances and Nonrecoverable Advances.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation having
its principal office either in the State of New York or in the
same state as that in which the initial Trustee under this
Agreement has its principal office and organized and doing
113
business under the laws of such State or the United States of
America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal
or state authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section 8.06, the combined capital
and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent
report of condition so published. The Trustee shall not be an
affiliate of the Company. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this
Section 8.06, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.07.
Section 8.07. Resignation or Removal of Trustee. The
Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Company.
Upon receiving such notice of resignation, the Company shall
promptly appoint a successor Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor Trustee. If no
successor Trustee shall have been so appointed and having
accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a
successor Trustee.
If the conditions in any of the following clauses (i),
(ii) or (iii) shall occur at any time, the Company may remove the
Trustee: (i) the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign
after written request therefor by the Company; (ii) the Trustee
shall be legally unable to act, or shall be adjudged a bankrupt
or insolvent, or a receiver of the Trustee or of its property
shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation; or (iii)
the replacement of the Trustee with a successor Trustee will
enable the Company to avoid (and should, based on the information
included in the notice referred to below, result in the avoidance
of) a downgrading of the ratings assigned to the Certificates by
the Rating Agencies (whether or not other actions could avoid
such downgrading) and no Event of Default, as provided by Section
7.01 hereof, shall have occurred or be continuing; provided,
however, that no action shall be taken pursuant to this clause
(iii) unless reasonable notice shall have been provided to the
Trustee, which notice shall set forth the basis for any rating
downgrade as contemplated by the Rating Agencies and shall also
indicate the manner in which such proposed action is intended to
avoid such downgrade. If it
114
removes the Trustee under the authority of the immediately
preceding sentence, the Company shall promptly appoint a
successor trustee by written instrument, in duplicate, one copy
of which instrument shall be delivered to the Trustee so removed
and one copy to the successor trustee.
Any resignation or removal of the Trustee and
appointment of a successor Trustee pursuant to any of the
provisions of this Section 8.07 shall not become effective until
acceptance of appointment by the successor Trustee as provided in
Section 8.08.
Section 8.08. Successor Trustee. Any successor Trustee
appointed as provided in Section 8.07 shall execute, acknowledge
and deliver to the Company and to its predecessor Trustee an
instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor Trustee shall
become effective and such successor Trustee, without any further
act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as Trustee.
The predecessor Trustee shall deliver to the successor Trustee
all Mortgage Files and related documents and statements held by
it hereunder; and the Company and the predecessor Trustee shall
execute and deliver such instruments and do such other things as
may reasonably be required for fully and certainly vesting and
confirming in the successor Trustee all such rights, powers,
duties and obligations.
No successor Trustee shall accept appointment as
provided in this Section 8.08 unless at the time of such
acceptance such successor Trustee shall be eligible under the
provisions of Section 8.06.
Upon acceptance of appointment by a successor Trustee
as provided in this Section 8.08, the Company shall mail notice
of the succession of such Trustee hereunder to all holders of
Certificates at their addresses as shown in the Certificate
Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor Trustee, the
successor Trustee shall cause such notice to be mailed at the
expense of the Company.
Section 8.09. Merger or Consolidation of Trustee. Any
corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to the corporate
trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 8.06, without the
execution or filing of any paper or any further act on the part
115
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
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(iii) The Company and the Trustee acting jointly may at
any time accept the resignation of or remove any separate
trustee or co-trustee.
Any notice, request or other writing given to the
Trustee shall be deemed to have been given to each of the then
separate trustees and co-trustees, as effectively as if given to
each of them. Every instrument appointing any separate trustee or
co-trustee shall refer to this Agreement and the conditions of
this Article VIII. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the
estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided
therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating
to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Every such instrument shall be filed
with the Trustee and a copy thereof given to the Company.
Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full
power and authority, to the extent not prohibited by law, to do
any lawful act under or in respect of this Agreement on its
behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted
by law, without the appointment of a new or successor trustee.
Section 8.11. Compliance with REMIC Provisions; Tax
Returns. The Trustee shall at all times act in such a manner in
the performance of its duties hereunder as shall be necessary to
prevent each of the Upper Tier REMIC and the Lower Tier REMIC
from failing to qualify as a REMIC and to prevent the imposition
of a tax on the Trust Fund or such REMICs. 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
117
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) plus accrued
and unpaid interest thereon at the applicable Net Mortgage Rate
(less any amounts constituting previously unreimbursed Monthly
Advances) and (y) the appraised value of any REO Mortgage Loan
(less the good faith estimate of the Company of Liquidation
Expenses to be incurred in connection with its disposal thereof),
such appraisal to be conducted by an appraiser mutually agreed
upon by the Company and the Trustee, and (b) the later of the
final payment or other liquidation (or any Monthly Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust
Fund or the disposition of all property acquired upon foreclosure
or by deed in lieu of foreclosure of any Mortgage Loan; provided,
however, that in no event shall the Trust Fund created hereby
continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of 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
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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 or Section 2.05(d) as the case may be. 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 each of the Upper
Tier REMIC and the Lower Tier REMIC established hereunder shall
be terminated in accordance with the following additional
requirements, unless the Trustee has been supplied with an
Opinion of Counsel to the effect that the failure to comply with
the requirements of this Section 9.02 will not (i) result in the
imposition of taxes on "prohibited transactions" of either of the
Upper Tier REMIC or the Lower Tier REMIC as defined in section
860F of the Code, or (ii) cause either of the Upper Tier REMIC or
the Lower Tier REMIC to fail to qualify as a REMIC at any time
that any Certificates are outstanding:
(i) Within 90 days prior to the final Distribution
Date set forth in the notice given by the Trustee under
Section 9.01, the Company shall prepare and the Trustee
shall execute and adopt a plan of complete liquidation for
each of the Upper Tier REMIC and the Lower Tier REMIC
within the meaning of section 860F(a)(4)(A)(i) of the Code,
which shall be evidenced by such notice; and
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(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 each of
the Upper Tier REMIC and the Lower Tier REMIC, 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 add any other provisions with respect to
matters or questions arising under this Agreement, which shall
not be materially inconsistent with the provisions of this
Agreement; provided, however, that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder.
Notwithstanding the foregoing, without the consent of the
Certificateholders, the Trustee and the Company may at any time
and from time to time amend this Agreement to modify, eliminate
or add to any of its provisions to such extent as shall be
necessary or appropriate to maintain the qualification of each of
the Upper Tier REMIC and the Lower Tier REMIC as a REMIC under
the Code or to avoid or minimize the risk of the imposition of
any tax on the Trust Fund pursuant to the Code that would be a
claim against the Trust Fund at any time prior to the final
redemption of the Certificates, provided that the Trustee has
received an opinion of independent counsel (which opinion also
shall be addressed to the Company) to the effect that such action
is necessary or appropriate to maintain such qualification or to
avoid or minimize the risk of the imposition of such a tax.
This Agreement may also be amended from time to time
by the Company and the Trustee with the consent of Holders of
Certificates evidencing (i) not less than 66% of the Voting
Rights of all the Certificates or (ii) Percentage Interests
aggregating not less than 66% of each Class affected by such
amendment, for the purpose of adding any provisions to or
120
changing in any manner or eliminating any of the provisions of
this Agreement, or of modifying in any manner the rights of the
Holders of Certificates; provided, however, that no such
amendment shall (a) reduce in any manner the amount of, or delay
the timing of, collections of payments on the Mortgage Loans or
distributions which are required to be made on any Certificate
without the consent of the Holder of such Certificate, (b)
adversely affect in any material respects the interests of the
Holders of any Class of Certificates in any manner other than as
described in (a), without the consent of the Holders of
Certificates evidencing Percentage Interests aggregating not less
than 66% of such Class, or (c) reduce the aforesaid percentages
of Certificates of any Class required to consent to any such
amendment, without the consent of the Holders of all Certificates
of such Class then outstanding. For purposes of this paragraph,
references to "Holder" or "Holders" shall be deemed to include,
in the case of any Class of Book-Entry Certificates, the related
Certificate Owners.
Notwithstanding any contrary provision of this
Agreement, the Trustee shall not consent to any amendment to this
Agreement unless it shall have first received an Opinion of
Counsel to the effect that such amendment will not subject the
Trust Fund to tax or cause either of the Upper Tier REMIC or the
Lower Tier REMIC to fail to qualify as a REMIC at any time that
any Certificates are outstanding.
Promptly after the execution of any such amendment or
consent the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of
Certificateholders under this Section 10.01 to approve the
particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof.
The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders
shall be subject to such reasonable requirements as the Trustee
may prescribe.
Section 10.02. Recordation of Agreement. This
Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other
comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such
recordation to be effected by the Company and at its expense on
direction by the Trustee, but only upon direction of the Trustee
accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of
Certificateholders.
121
For the purpose of facilitating the recordation of
this Agreement as herein provided and for other purposes, this
Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute but one and the
same instrument.
Section 10.03. Limitation on Rights of
Certificateholders. The death or incapacity of any
Certificateholder shall not operate to terminate this Agreement
or the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any
action or commence any proceeding in any court for a partition or
winding up of the Trust Fund, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.
No Certificateholder shall have any right to vote
(except as provided in Section 10.01) or in any manner otherwise
control the operation and management of the Trust Fund, or the
obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be
construed so as to constitute the Certificateholders from time to
time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by
reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or
by availing itself of any provisions of this Agreement to
institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written notice of
default and of the continuance thereof, as hereinbefore provided,
and unless also the Holders of Certificates of each Class
affected thereby evidencing, as to each such Class, Percentage
Interests aggregating not less than 25% shall have made written
request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after
its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or
proceeding; it being understood and intended, and being expressly
covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by
virtue or by availing itself or themselves of any provisions of
this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of the Certificates, or to obtain or seek to
obtain priority over or preference to any other such Holder, or
to enforce any right under this Agreement, except in the manner
122
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
Investors Service, L.P., Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attention: Structured Finance Surveillance, and (d)
in the case of S&P, to Standard & Poor's Rating Services, 00
Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Mortgage Surveillance Group, or, as to each such Person, at such
other address as shall be designated by such Person in a written
notice to each other named Person. Any notice required or
permitted to be mailed to a Certificateholder shall be given by
first class mail, postage prepaid, at the address of such Holder
as shown in the Certificate Register. Any notice so mailed within
the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the
Certificateholder receives such notice.
Section 10.06. Notices to the Rating Agencies. The
Company shall deliver written notice of the following events to
each Rating Agency promptly following the occurrence thereof:
material amendment to this Agreement; any Event of Default; any
Trigger Event; change in or termination of the Trustee; removal
of the Company or any successor servicer as servicer; repurchase
or replacement of any Defective Mortgage Loan pursuant to Section
2.03; and final payment to Certificateholders. In addition, the
Company shall deliver copies of the following documents to each
Rating Agency at the time such documents are required to be
delivered pursuant to this Agreement: monthly statements to
Certificateholders pursuant to Section 4.05, annual report of
independent accountants pursuant to Section 3.13 and annual
servicer compliance report pursuant to Section 3.12.
Notwithstanding the foregoing, the failure to deliver such
notices or copies shall not constitute an Event of Default under
this Agreement.
123
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.
* * *
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, 1996 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, 1996 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 1996-16
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 $27,430,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.875% Balance of this Certificate:
$
Cut-off Date:
November 1, 1996
First Distribution Date: CUSIP: 00000XX00
December 26, 1996
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, 1996 (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 1996, 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 1996-16, issued in eighteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class A8, Class PO, Class R, Class RL, Class M, Class B1, Class
B2, Class B3, Class B4, Class B5 and Class S, herein called the
"Certificates").
The Certificates are limited in right of payment to
certain payments on and collections in respect of the Mortgage
Loans, all as more specifically set forth in the Agreement. The
Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the
Certificate Account for payment hereunder and that the Trustee in
its individual capacity is not personally liable to the
Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain
exceptions therein provided, certain losses on the Mortgage Loans
resulting from defaults by Mortgagors will be borne by the
Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the
Holders of the other Classes of the Certificates.
This Certificate does not purport to summarize the
Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties
and immunities of the Trustee.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company
and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class M, Class B1, Class B2, Class
B3, Class B4 or Class B5 Certificate which is in the form of a
Definitive Certificate shall be made to any Person unless the
Trustee has received (i) a certificate from such transferee to
the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of
1974, as
amended ("ERISA") or a plan subject to Section 4975 of the
Internal Revenue Code of 1986, as amended ("Section 4975") (a
"Plan") or a Person that is using the assets of a Plan to acquire
such Certificate or (y) is an insurance company investing assets
of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption
95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption")
applies to such transferee's acquisition and holding of such
Certificate, or (ii) an opinion of counsel satisfactory to the
Trustee, which opinion shall not be an expense of the Trustee or
the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the
Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA or Section 4975 and
will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in
the event that, as a result of a change of law or otherwise,
counsel satisfactory to the Trustee has rendered an opinion to
the effect that the purchase and holding of a Class M, Class B1,
Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or
a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited
transaction under ERISA or Section 4975.
No transfer of any Class R or Class RL Certificate
shall be made to any Person unless the Trustee has received a
certificate from such transferee to the effect that, among other
things, such transferee (x) is not an employee benefit plan
subject to ERISA or a Plan or a Person that is using the assets
of a Plan to acquire any such Class R or Class RL Certificate or
(y) is an insurance company investing assets of its general
account and the Exemption applies to such transferee's
acquisition and holding of any such Class R or Class RL
Certificate.
As provided in the Agreement, and subject to certain
limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register of the Trustee upon
surrender of this Certificate for registration of transfer at the
office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the
City of New York, accompanied by a written instrument of transfer
in form satisfactory to the Company, the Trustee, and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized
denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in denominations specified in the
Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for
new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by
the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any
agent of the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee, the Certificate
Registrar nor any such agent shall be affected by any notice to
the contrary.
The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon payment to the Certificateholders, or provision therefor, in
accordance with the Agreement following the earlier of (a) the
repurchase by the Company of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid
principal balance of each Mortgage Loan (other than a Mortgage
Loan described in clause (y)) plus accrued and unpaid interest
thereon at the rate provided for in the Agreement (less any
amounts representing previously unreimbursed Monthly Advances)
and (y) the appraised value of any property acquired in respect
of a Mortgage Loan determined as provided in the Agreement, and
(b) the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of
any Mortgage Loan. The right of the Company to repurchase all the
Mortgage Loans and property in respect of 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.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1996-16
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 $38,884,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 7.125% Balance of this Certificate:
$
Cut-off Date:
November 1, 1996
First Distribution Date: CUSIP: 00000XX00
December 26, 1996
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, 1996 (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 1996, 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.
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 1996-16
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class A3 Certificate
Principal Balance:
Class A3 $6,188,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 9.000% Balance of this Certificate:
$
Cut-off Date:
November 1, 1996
First Distribution Date: CUSIP: 00000XX00
December 26, 1996
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Certificate
Principal Balance of this Certificate by the aggregate initial
Certificate Principal Balance of all Class A3 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of November 1, 1996 (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 1996, 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.
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 1996-16
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class A4 Certificate
Principal Balance:
Class A4 $33,710,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 7.375% Balance of this Certificate:
$
Cut-off Date:
November 1, 1996
First Distribution Date: CUSIP: 00000XX00
December 26, 1996
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Certificate
Principal Balance of this Certificate by the aggregate initial
Certificate Principal Balance of all Class A4 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of November 1, 1996 (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 1996, 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.
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 A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH
CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES. 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).
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1996-16
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 A5 Certificate
Principal Balance:
Class A5 $59,497,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: variable Balance of this Certificate:
$
Cut-off Date:
November 1, 1996
First Distribution Date: CUSIP: 00000XX00
December 26, 1996
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 A5 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, 1996 (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 1996, 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 1996-16, issued in eighteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class A8, Class PO, Class R, Class RL, Class M, Class B1, Class
B2, Class B3, Class B4, Class B5 and Class S, herein called the
"Certificates").
The Certificates are limited in right of payment to
certain payments on and collections in respect of the Mortgage
Loans, all as more specifically set forth in the Agreement. The
Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the
Certificate Account for payment hereunder and that the Trustee in
its individual capacity is not personally liable to the
Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain
exceptions therein provided, certain losses on the Mortgage Loans
resulting from defaults by Mortgagors will be borne by the
Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the
Holders of the other Classes of the Certificates.
This Certificate does not purport to summarize the
Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties
and immunities of the Trustee.
The Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company
and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class M, Class B1, Class B2,
Class B3, Class B4 or Class B5 Certificate which is in the form
of a Definitive Certificate shall be made to any Person unless
the Trustee has received (i) a certificate from such transferee
to the effect that such transferee 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 (ii) an opinion of counsel satisfactory to
the Trustee, which opinion shall not be an expense of the Trustee
or the Company, to the effect that the purchase and holding of
such Certificate will not constitute or result in the assets of
the Trust Fund being deemed to be "plan assets" and subject to
the prohibited transaction provisions of ERISA or Section 4975
and will not subject the Trustee or the Company to any obligation
in addition to those undertaken in the Agreement; provided,
however, that the Trustee will not require such certificate or
opinion in the event that, as a result of a change of law or
otherwise, counsel satisfactory to the Trustee has rendered an
opinion to the effect that the purchase and holding of a Class M,
Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by
a Plan or a Person that is purchasing or holding such Certificate
with the assets of a Plan will not constitute or result in a
prohibited transaction under ERISA or Section 4975.
No transfer of any Class R or Class RL Certificate
shall be made to any Person unless the Trustee has received a
certificate from such transferee to the effect that, among other
things, such transferee is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan
to acquire any such Class R or Class RL Certificate.
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 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 regarding the Company 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.
Dated
(Signature)
TO BE COMPLETED BY PURCHASER IF (b) ABOVE IS CHECKED:
The undersigned represents and warrants that 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.
Dated
(Signature)
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 1996-16
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 A6 Certificate
Principal Balance:
Class A6 $15,035,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: variable Balance of this Certificate:
$
Cut-off Date:
November 1, 1996
First Distribution Date: CUSIP: 00000XX00
December 26, 1996
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 A6 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, 1996 (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 1996, 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.
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 1996-16
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 A7 Certificate
Principal Balance:
Class A7 $2,425,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: variable Balance of this Certificate:
$
Cut-off Date:
November 1, 1996
First Distribution Date: CUSIP: 00000XX00
December 26, 1996
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 A7 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, 1996 (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 1996, 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.
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 1996-16
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 A8 Certificate
Principal Balance:
Class A8 $7,004,800.00
Certificate Interest Initial Certificate Principal
Rate per annum: 7.750% Balance of this Certificate:
$
Cut-off Date:
November 1, 1996
First Distribution Date: CUSIP: 00000XX00
December 26, 1996
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 A8 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, 1996 (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 1996, 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.
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.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1996-16
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 $204,611.76
Certificate Interest Initial Certificate Principal
Rate per annum: Balance of this Certificate:
non-interest bearing $
Cut-off Date:
November 1, 1996
First Distribution Date: CUSIP: 00000XX00
December 26, 1996
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, 1996 (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 1996, 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 1996-16, issued in eighteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class A8, Class PO, Class R, Class RL, Class M, Class B1, Class
B2, Class B3, Class B4, Class B5 and Class S, herein called the
"Certificates").
The Certificates are limited in right of payment to
certain payments on and collections in respect of the Mortgage
Loans, all as more specifically set forth in the Agreement. The
Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the
Certificate Account for payment hereunder and that the Trustee in
its individual capacity is not personally liable to the
Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain
exceptions therein provided, certain losses on the Mortgage Loans
resulting from defaults by Mortgagors will be borne by the
Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the
Holders of the other Classes of the Certificates.
This Certificate does not purport to summarize the
Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties
and immunities of the Trustee.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company
and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class M, Class B1, Class B2, Class
B3, Class B4 or Class B5 Certificate which is in the form of a
Definitive Certificate shall be made to any Person unless the
Trustee has received (i) a certificate from such transferee to
the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or a plan subject to Section 4975 of
the Internal Revenue Code of 1986, as amended ("Section 4975") (a
"Plan") or a Person that is using the assets of a Plan to acquire
such Certificate or (y) is an insurance company investing assets
of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Class
Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the
"Exemption") applies to such transferee's acquisition and holding
of such Certificate, or (ii) an opinion of counsel satisfactory
to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and
holding of such Certificate will not constitute or result in the
assets of the Trust Fund being deemed to be "plan assets" and
subject to the prohibited transaction provisions of ERISA or
Section 4975 and will not subject the Trustee or the Company to
any obligation in addition to those undertaken in the Agreement;
provided, however, that the Trustee will not require such
certificate or opinion in the event that, as a result of a change
of law or otherwise, counsel satisfactory to the Trustee has
rendered an opinion to the effect that the purchase and holding
of a Class M, Class B1, Class B2, Class B3, Class B4 or Class B5
Certificate by a Plan or a Person that is purchasing or holding
such Certificate with the assets of a Plan will not constitute or
result in a prohibited transaction under ERISA or Section 4975.
No transfer of any Class R or Class RL Certificate
shall be made to any Person unless the Trustee has received a
certificate from such transferee to the effect that, among other
things, such transferee (x) is not an employee benefit plan
subject to ERISA or a Plan or a Person that is using the assets
of a Plan to acquire any such Class R or Class RL Certificate or
(y) is an insurance company investing assets of its general
account and the Exemption applies to such transferee's
acquisition and holding of any such Class R or Class RL
Certificate.
As provided in the Agreement, and subject to certain
limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register of the Trustee upon
surrender of this Certificate for registration of transfer at the
office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the
City of New York, accompanied by a written instrument of transfer
in form satisfactory to the Company, the Trustee, and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one
or
more new Certificates of the same Class of authorized
denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in denominations specified in the
Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for
new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by
the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any
agent of the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee, the Certificate
Registrar nor any such agent shall be affected by any notice to
the contrary.
The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon payment to the Certificateholders, or provision therefor, in
accordance with the Agreement following the earlier of (a) the
repurchase by the Company of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid
principal balance of each Mortgage Loan (other than a Mortgage
Loan described in clause (y)) plus accrued and unpaid interest
thereon at the rate provided for in the Agreement (less any
amounts representing previously unreimbursed Monthly Advances)
and (y) the appraised value of any property acquired in respect
of a Mortgage Loan determined as provided in the Agreement, and
(b) the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of
any Mortgage Loan. The right of the Company to repurchase all the
Mortgage Loans and property in respect of 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 1996-16
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 $3,525,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 7.750% Balance of this Certificate:
$
Cut-off Date:
November 1, 1996
First Distribution Date: CUSIP: 00000XX00
December 26, 1996
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, 1996 (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 1996, 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 1996-16, issued in eighteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class A8, Class PO, Class R, Class RL, Class M, Class B1, Class
B2, Class B3, Class B4, Class B5 and Class S, herein called the
"Certificates").
The Certificates are limited in right of payment to
certain payments on and collections in respect of the Mortgage
Loans, all as more specifically set forth in the Agreement. The
Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the
Certificate Account for payment hereunder and that the Trustee in
its individual capacity is not personally liable to the
Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain
exceptions therein provided, certain losses on the Mortgage Loans
resulting from defaults by Mortgagors will be borne by the
Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the
Holders of the other Classes of the Certificates.
This Certificate does not purport to summarize the
Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties
and immunities of the Trustee.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company
and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class M, Class B1, Class B2, Class
B3, Class B4 or Class B5 Certificate which is in the form of a
Definitive Certificate shall be made to any Person unless the
Trustee has received (i) a certificate from such transferee to
the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or a plan subject to Section 4975 of
the Internal Revenue Code of 1986, as amended ("Section 4975") (a
"Plan") or a Person that is using the assets of a Plan to acquire
such Certificate or (y) is an insurance company investing assets
of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption
95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption")
applies to such transferee's acquisition and holding of such
Certificate, or (ii) an opinion of counsel satisfactory to the
Trustee, which opinion shall not be an expense of the Trustee or
the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the
Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA or Section 4975 and
will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in
the event that, as a result of a change of law or otherwise,
counsel satisfactory to the Trustee has rendered an opinion to
the effect that the purchase and holding of a Class M, Class B1,
Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or
a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited
transaction under ERISA or Section 4975.
No transfer of any Class R or Class RL Certificate
shall be made to any Person unless the Trustee has received a
certificate from such transferee to the effect that, among other
things, such transferee (x) is not an employee benefit plan
subject to ERISA or a Plan or a Person that is using the assets
of a Plan to acquire any such Class R or Class RL Certificate or
(y) is an insurance company investing assets of its general
account and the Exemption applies to such transferee's
acquisition and holding of any such Class R or Class RL
Certificate.
As provided in the Agreement, and subject to certain
limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register of the Trustee upon
surrender of this Certificate for registration of transfer at the
office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the
City of New York, accompanied by a written instrument of transfer
in form satisfactory to the Company, the Trustee, and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one
or
more new Certificates of the same Class of authorized
denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in denominations specified in the
Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for
new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by
the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any
agent of the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee, the Certificate
Registrar nor any such agent shall be affected by any notice to
the contrary.
The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon payment to the Certificateholders, or provision therefor, in
accordance with the Agreement following the earlier of (a) the
repurchase by the Company of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid
principal balance of each Mortgage Loan (other than a Mortgage
Loan described in clause (y)) plus accrued and unpaid interest
thereon at the rate provided for in the Agreement (less any
amounts representing previously unreimbursed Monthly Advances)
and (y) the appraised value of any property acquired in respect
of a Mortgage Loan determined as provided in the Agreement, and
(b) the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of
any Mortgage Loan. The right of the Company to repurchase all the
Mortgage Loans and property in respect of 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 1996-16
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class B1 Certificate
Principal Balance:
Class B1 $2,519,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 7.750% Balance of this Certificate:
$
Cut-off Date:
November 1, 1996
First Distribution Date: CUSIP: 00000XX00
December 26, 1996
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, 1996 (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 1996, 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.
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 1996-16
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 $2,518,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 7.750% Balance of this Certificate:
$
Cut-off Date:
November 1, 1996
First Distribution Date: CUSIP: 00000XX00
December 26, 1996
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, 1996 (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 1996, 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.
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 1996-16
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class B3 Certificate
Principal Balance:
Class B3 $1,007,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 7.750% Balance of this Certificate:
$
Cut-off Date:
November 1, 1996
First Distribution Date: CUSIP: 00000XX00
December 26, 1996
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, 1996 (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 1996, 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 1996-16, issued in eighteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class A8, Class PO, Class R, Class RL, Class M, Class B1, Class
B2, Class B3, Class B4, Class B5 and Class S, herein called the
"Certificates").
The Certificates are limited in right of payment to
certain payments on and collections in respect of the Mortgage
Loans, all as more specifically set forth in the Agreement. The
Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the
Certificate Account for payment hereunder and that the Trustee in
its individual capacity is not personally liable to the
Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain
exceptions therein provided, certain losses on the Mortgage Loans
resulting from defaults by Mortgagors will be borne by the
Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the
Holders of the other Classes of the Certificates.
This Certificate does not purport to summarize the
Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties
and immunities of the Trustee.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company
and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class M, Class B1, Class B2, Class
B3, Class B4 or Class B5 Certificate which is in the form of a
Definitive Certificate shall be made to any Person unless the
Trustee has received (i) a certificate from such transferee to
the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or a plan subject to Section 4975 of
the Internal Revenue Code of 1986, as amended ("Section 4975") (a
"Plan") or a Person that is using the assets of a Plan to acquire
such Certificate or (y) is an insurance company investing assets
of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption
95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption")
applies to such transferee's acquisition and holding of such
Certificate, or (ii) an opinion of counsel satisfactory to the
Trustee, which opinion shall not be an expense of the Trustee or
the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the
Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA or Section 4975 and
will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in
the event that, as a result of a change of law or otherwise,
counsel satisfactory to the Trustee has rendered an opinion to
the effect that the purchase and holding of a Class M, Class B1,
Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or
a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited
transaction under ERISA or Section 4975.
No transfer of any Class R or Class RL Certificate
shall be made to any Person unless the Trustee has received a
certificate from such transferee to the effect that, among other
things, such transferee (x) is not an employee benefit plan
subject to ERISA or a Plan or a Person that is using the assets
of a Plan to acquire any such Class R or Class RL Certificate or
(y) is an insurance company investing assets of its general
account and the Exemption applies to such transferee's
acquisition and holding of any such Class R or Class RL
Certificate.
As provided in the Agreement, and subject to certain
limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register of the Trustee upon
surrender of this Certificate for registration of transfer at the
office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the
City of New York, accompanied by a written instrument of transfer
in form satisfactory to the Company, the Trustee, and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one
or
more new Certificates of the same Class of authorized
denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in denominations specified in the
Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for
new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by
the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any
agent of the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee, the Certificate
Registrar nor any such agent shall be affected by any notice to
the contrary.
The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon payment to the Certificateholders, or provision therefor, in
accordance with the Agreement following the earlier of (a) the
repurchase by the Company of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid
principal balance of each Mortgage Loan (other than a Mortgage
Loan described in clause (y)) plus accrued and unpaid interest
thereon at the rate provided for in the Agreement (less any
amounts representing previously unreimbursed Monthly Advances)
and (y) the appraised value of any property acquired in respect
of a Mortgage Loan determined as provided in the Agreement, and
(b) the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of
any Mortgage Loan. The right of the Company to repurchase all the
Mortgage Loans and property in respect of 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 1996-16
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 $605,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 7.750% Balance of this Certificate:
$
Cut-off Date:
November 1, 1996
First Distribution Date: CUSIP: 00000XX00
December 26, 1996
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, 1996 (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 1996, 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.
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 1996-16
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 $906,698.71
Certificate Interest Initial Certificate Principal
Rate per annum: 7.750% Balance of this Certificate:
$
Cut-off Date:
November 1, 1996
First Distribution Date: CUSIP: 00000XX00
December 26, 1996
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, 1996 (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 1996, 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.
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 A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" 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 ITS AGENT AND
ATTORNEY-IN-FACT TO ACT AS "TAX MATTERS PERSON" OF THE UPPER-TIER
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 1996-16
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: 7.750% Balance of this Certificate:
$
Cut-off Date:
November 1, 1996
First Distribution Date: CUSIP: 00000XX00
December 26, 1996
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, 1996 (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 1996, 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 1996-16, issued in eighteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class A8, Class PO, Class R, Class RL, Class M, Class B1, Class
B2, Class B3, Class B4, Class B5 and Class S, herein called the
"Certificates").
The Certificates are limited in right of payment to
certain payments on and collections in respect of the Mortgage
Loans, all as more specifically set forth in the Agreement. The
Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the
Certificate Account for payment hereunder and that the Trustee in
its individual capacity is not personally liable to the
Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain
exceptions therein provided, certain losses on the Mortgage Loans
resulting from defaults by Mortgagors will be borne by the
Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the
Holders of the other Classes of the Certificates.
This Certificate does not purport to summarize the
Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties
and immunities of the Trustee.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company
and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class M, Class B1, Class B2, Class
B3, Class B4 or Class B5 Certificate which is in the form of a
Definitive Certificate shall be made to any Person unless the
Trustee has received (i) a certificate from such transferee to
the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or a plan subject to Section 4975 of
the Internal Revenue Code of 1986, as amended ("Section 4975") (a
"Plan") or a Person that is using the assets of a Plan to acquire
such Certificate or (y) is an insurance company investing assets
of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption
95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption")
applies to such transferee's acquisition and holding of such
Certificate, or (ii) an opinion of counsel satisfactory to the
Trustee, which opinion shall not be an expense of the Trustee or
the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the
Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA or Section 4975 and
will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in
the event that, as a result of a change of law or otherwise,
counsel satisfactory to the Trustee has rendered an opinion to
the effect that the purchase and holding of a Class M, Class B1,
Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or
a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited
transaction under ERISA or Section 4975.
No transfer of any Class R or Class RL Certificate
shall be made to any Person unless the Trustee has received a
certificate from such transferee to the effect that, among other
things, such transferee (x) is not an employee benefit plan
subject to ERISA or a Plan or a Person that is using the assets
of a Plan to acquire any such Class R or Class RL Certificate or
(y) is an insurance company investing assets of its general
account and the Exemption applies to such transferee's
acquisition and holding of any such Class R or Class RL
Certificate.
As provided in the Agreement, and subject to certain
limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register of the Trustee upon
surrender of this Certificate for registration of transfer at the
office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the
City of New York, accompanied by a written instrument of transfer
in form satisfactory to the Company, the Trustee, and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one
or
more new Certificates of the same Class of authorized
denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in denominations specified in the
Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for
new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by
the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any
agent of the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee, the Certificate
Registrar nor any such agent shall be affected by any notice to
the contrary.
The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon payment to the Certificateholders, or provision therefor, in
accordance with the Agreement following the earlier of (a) the
repurchase by the Company of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid
principal balance of each Mortgage Loan (other than a Mortgage
Loan described in clause (y)) plus accrued and unpaid interest
thereon at the rate provided for in the Agreement (less any
amounts representing previously unreimbursed Monthly Advances)
and (y) the appraised value of any property acquired in respect
of a Mortgage Loan determined as provided in the Agreement, and
(b) the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of
any Mortgage Loan. The right of the Company to repurchase all the
Mortgage Loans and property in respect of 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).
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 A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" 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 RL CERTIFICATE, BY ACCEPTANCE HEREOF, IS
DEEMED TO HAVE IRREVOCABLY APPOINTED THE COMPANY AS ITS AGENT AND
ATTORNEY-IN-FACT TO ACT AS "TAX MATTERS PERSON" OF THE UPPER-TIER
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 1996-16
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 RL Certificate
Principal Balance:
Class RL $100.00
Certificate Interest Initial Certificate Principal
Rate per annum: 7.750% Balance of this Certificate:
$
Cut-off Date:
November 1, 1996
First Distribution Date: CUSIP: 00000XX00
December 26, 1996
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Certificate
Principal Balance of this Certificate by the aggregate initial
Certificate Principal Balance of all Class RL Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of 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, 1996 (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 1996, 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.
PRINCIPAL WILL NOT BE DISTRIBUTABLE IN RESPECT OF THIS
CERTIFICATE. INTEREST IS CALCULATED ON THIS CERTIFICATE BASED ON
THE CLASS S NOTIONAL PRINCIPAL BALANCE, WHICH, AS OF ANY
DISTRIBUTION DATE, IS EQUAL TO THE POOL SCHEDULED PRINCIPAL
BALANCE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN).
CONSEQUENTLY, THE NOTIONAL PRINCIPAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE
DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL
MORTGAGE SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN).
[THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF
THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY
ONLY BE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH SECTION 5.02 OF
THE AGREEMENT REFERRED TO HEREIN.]1
[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.]2
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
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
--------
1 To be included in Class S Certificate issued to the
Company. To be included only in Class S Certificate issued
upon resale by the Company, unless such Certificate has
been registered under the Act.
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 1996-16
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class S Notional
Principal Balance:
Class S $191,749,833.25
Certificate Interest Initial Notional Principal
Rate per annum: variable Balance of this Certificate:
$
Cut-off Date:
November 1, 1996
First Distribution Date:
December 26, 1996
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Notional
Principal Balance of this Certificate by the aggregate initial
Notional Principal Balance of all Class S Certificates, both as
specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of November 1, 1996 (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 1996, 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 1996-16, issued in eighteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class A8, Class PO, Class R, Class RL, Class M, Class B1, Class
B2, Class B3, Class B4, Class B5 and Class S, herein called the
"Certificates").
The Certificates are limited in right of payment to
certain payments on and collections in respect of the Mortgage
Loans, all as more specifically set forth in the Agreement. The
Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the
Certificate Account for payment hereunder and that the Trustee in
its individual capacity is not personally liable to the
Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain
exceptions therein provided, certain losses on the Mortgage Loans
resulting from defaults by Mortgagors will be borne by the
Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the
Holders of the other Classes of the Certificates.
This Certificate does not purport to summarize the
Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties
and immunities of the Trustee.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company
and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class S 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 S 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.
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)]3
--------
3 To be included only in Class S Certificate issued upon
resale by the Company, unless such Certificate has been
registered under the Act.
EXHIBIT B
PRINCIPAL BALANCE SCHEDULES
PAC BALANCES TABLE
PAC BALANCES
--------------------------------------------------------------------------
CLASS A3A
DISTRIBUTION DATE CLASS A1 CLASS A2 PAC COMPONENT
--------------------- -------------- -------------- --------------
Initial Balance...... $27,430,000.00 $38,884,000.00 $ 3,259,000.00
December 1996........ 27,430,000.00 38,884,000.00 3,259,000.00
January 1997......... 27,430,000.00 38,884,000.00 3,259,000.00
February 1997........ 27,430,000.00 38,884,000.00 3,259,000.00
March 1997........... 27,430,000.00 38,884,000.00 3,259,000.00
April 1997........... 27,430,000.00 38,884,000.00 3,259,000.00
May 1997............. 27,430,000.00 38,884,000.00 3,259,000.00
June 1997............ 27,430,000.00 38,884,000.00 3,259,000.00
July 1997............ 27,430,000.00 38,884,000.00 3,259,000.00
August 1997.......... 27,430,000.00 38,884,000.00 3,259,000.00
September 1997....... 27,430,000.00 38,884,000.00 3,259,000.00
October 1997......... 27,430,000.00 38,884,000.00 3,259,000.00
November 1997........ 27,430,000.00 38,884,000.00 3,259,000.00
December 1997........ 27,430,000.00 38,884,000.00 3,259,000.00
January 1998......... 27,430,000.00 38,884,000.00 3,259,000.00
February 1998........ 27,430,000.00 38,884,000.00 3,259,000.00
March 1998........... 26,903,780.26 38,884,000.00 3,259,000.00
April 1998........... 26,235,849.36 38,884,000.00 3,259,000.00
May 1998............. 25,539,951.81 38,884,000.00 3,259,000.00
June 1998............ 24,816,411.86 38,884,000.00 3,259,000.00
July 1998............ 24,065,575.98 38,884,000.00 3,259,000.00
August 1998.......... 23,287,827.71 38,884,000.00 3,259,000.00
September 1998....... 22,483,565.80 38,884,000.00 3,259,000.00
October 1998......... 21,653,130.74 38,884,000.00 3,259,000.00
November 1998........ 20,796,974.77 38,884,000.00 3,259,000.00
December 1998........ 19,915,676.06 38,884,000.00 3,259,000.00
January 1999......... 19,009,757.45 38,884,000.00 3,259,000.00
February 1999........ 18,080,491.84 38,884,000.00 3,259,000.00
March 1999........... 17,131,141.39 38,884,000.00 3,259,000.00
April 1999........... 16,167,570.91 38,884,000.00 3,259,000.00
May 1999............. 15,203,196.27 38,884,000.00 3,259,000.00
June 1999............ 14,243,635.44 38,884,000.00 3,259,000.00
July 1999............ 13,288,863.86 38,884,000.00 3,259,000.00
August 1999.......... 12,338,857.10 38,884,000.00 3,259,000.00
September 1999....... 11,393,590.87 38,884,000.00 3,259,000.00
October 1999......... 10,453,040.99 38,884,000.00 3,259,000.00
November 1999........ 9,517,183.44 38,884,000.00 3,259,000.00
December 1999........ 8,585,994.28 38,884,000.00 3,259,000.00
January 2000......... 7,659,449.74 38,884,000.00 3,259,000.00
February 2000........ 6,737,526.15 38,884,000.00 3,259,000.00
March 2000........... 5,820,199.99 38,884,000.00 3,259,000.00
April 2000........... 4,907,447.83 38,884,000.00 3,259,000.00
CLASS A3B CLASS A4B CLASS A5B
DISTRIBUTION DATE PAC COMPONENT PAC COMPONENT PAC COMPONENT
--------------------- -------------- -------------- --------------
Initial Balance...... $ 2,929,000.00 $ 6,810,000.00 $ 2,862,000.00
December 1996........ 2,929,000.00 6,601,021.40 2,862,000.00
January 1997......... 2,929,000.00 6,357,062.39 2,862,000.00
February 1997........ 2,929,000.00 6,078,968.35 2,862,000.00
March 1997........... 2,929,000.00 5,766,808.71 2,862,000.00
April 1997........... 2,929,000.00 5,420,670.50 2,862,000.00
May 1997............. 2,929,000.00 5,040,658.34 2,862,000.00
June 1997............ 2,929,000.00 4,626,894.41 2,862,000.00
July 1997............ 2,929,000.00 4,179,565.59 2,862,000.00
August 1997.......... 2,929,000.00 3,698,828.29 2,862,000.00
September 1997....... 2,929,000.00 3,184,893.25 2,862,000.00
October 1997......... 2,929,000.00 2,637,950.93 2,862,000.00
November 1997........ 2,929,000.00 2,058,274.78 2,862,000.00
December 1997........ 2,929,000.00 1,446,146.57 2,862,000.00
January 1998......... 2,929,000.00 801,805.92 2,862,000.00
February 1998........ 2,929,000.00 125,509.18 2,862,000.00
March 1998........... 2,872,809.78 0.00 2,862,000.00
April 1998........... 2,801,487.52 0.00 2,862,000.00
May 1998............. 2,727,178.96 0.00 2,862,000.00
June 1998............ 2,649,918.71 0.00 2,862,000.00
July 1998............ 2,569,743.79 0.00 2,862,000.00
August 1998.......... 2,486,695.13 0.00 2,862,000.00
September 1998....... 2,400,815.32 0.00 2,862,000.00
October 1998......... 2,312,140.72 0.00 2,862,000.00
November 1998........ 2,220,719.62 0.00 2,862,000.00
December 1998........ 2,126,613.75 0.00 2,862,000.00
January 1999......... 2,029,878.95 0.00 2,862,000.00
February 1999........ 1,930,651.13 0.00 2,862,000.00
March 1999........... 1,829,278.64 0.00 2,862,000.00
April 1999........... 1,726,387.72 0.00 2,862,000.00
May 1999............. 1,623,410.93 0.00 2,862,000.00
June 1999............ 1,520,948.17 0.00 2,862,000.00
July 1999............ 1,418,996.80 0.00 2,862,000.00
August 1999.......... 1,317,554.23 0.00 2,862,000.00
September 1999....... 1,216,617.85 0.00 2,862,000.00
October 1999......... 1,116,185.09 0.00 2,862,000.00
November 1999........ 1,016,253.38 0.00 2,862,000.00
December 1999........ 916,820.17 0.00 2,862,000.00
January 2000......... 817,882.91 0.00 2,862,000.00
February 2000........ 719,439.08 0.00 2,862,000.00
March 2000........... 621,486.17 0.00 2,862,000.00
April 2000........... 524,021.68 0.00 2,862,000.00
PAC BALANCES
-----------------------------------------------------------------------------
CLASS A3A
DISTRIBUTION DATE CLASS A1 CLASS A2 PAC COMPONENT
--------------------- -------------- -------------- --------------
May 2000............. $ 3,999,246.40 $38,884,000.00 $ 3,259,000.00
June 2000............ 3,095,572.54 38,884,000.00 3,259,000.00
July 2000............ 2,196,403.20 38,884,000.00 3,259,000.00
August 2000.......... 1,301,715.47 38,884,000.00 3,259,000.00
September 2000....... 411,486.56 38,884,000.00 3,259,000.00
October 2000......... 0.00 38,399,642.59 3,218,404.36
November 2000........ 0.00 37,499,585.78 3,142,967.55
December 2000........ 0.00 36,604,013.18 3,067,906.57
January 2001......... 0.00 35,712,902.02 2,993,219.52
February 2001........ 0.00 34,826,229.64 2,918,904.50
March 2001........... 0.00 33,943,973.48 2,844,959.61
April 2001........... 0.00 33,066,111.14 2,771,382.99
May 2001............. 0.00 32,192,620.30 2,698,172.76
June 2001............ 0.00 31,323,478.79 2,625,327.06
July 2001............ 0.00 30,458,664.55 2,552,844.04
August 2001.......... 0.00 29,598,155.63 2,480,721.87
September 2001....... 0.00 28,741,930.20 2,408,958.71
October 2001......... 0.00 27,889,966.55 2,337,552.75
November 2001........ 0.00 27,042,243.10 2,266,502.17
December 2001........ 0.00 26,230,171.31 2,198,439.67
January 2002......... 0.00 25,422,253.60 2,130,725.35
February 2002........ 0.00 24,618,468.72 2,063,357.41
March 2002........... 0.00 23,818,795.47 1,996,334.08
April 2002........... 0.00 23,023,212.81 1,929,653.60
May 2002............. 0.00 22,231,699.79 1,863,314.21
June 2002............ 0.00 21,444,235.59 1,797,314.16
July 2002............ 0.00 20,660,799.46 1,731,651.72
August 2002.......... 0.00 19,881,370.81 1,666,325.16
September 2002....... 0.00 19,105,929.13 1,601,332.76
October 2002......... 0.00 18,334,454.03 1,536,672.81
November 2002........ 0.00 17,566,925.21 1,472,343.62
December 2002........ 0.00 16,811,397.03 1,409,020.24
January 2003......... 0.00 16,059,727.97 1,346,020.30
February 2003........ 0.00 15,311,898.06 1,283,342.14
March 2003........... 0.00 14,567,887.41 1,220,984.08
April 2003........... 0.00 13,827,676.27 1,158,944.47
May 2003............. 0.00 13,091,244.97 1,097,221.67
June 2003............ 0.00 12,376,428.12 1,037,310.44
July 2003............ 0.00 11,683,178.93 979,206.87
August 2003.......... 0.00 11,010,900.26 922,860.92
September 2003....... 0.00 10,359,010.97 868,223.86
October 2003......... 0.00 9,726,945.45 815,248.31
November 2003........ 0.00 9,114,153.23 763,888.11
December 2003........ 0.00 8,585,736.73 719,599.73
January 2004......... 0.00 8,073,679.40 676,682.47
February 2004........ 0.00 7,577,511.76 635,096.98
March 2004........... 0.00 7,096,777.27 594,804.99
April 2004........... 0.00 6,631,031.97 555,769.29
May 2004............. 0.00 6,179,844.13 517,953.71
June 2004............ 0.00 5,742,793.94 481,323.05
July 2004............ 0.00 5,319,473.19 445,843.10
August 2004.......... 0.00 4,909,484.92 411,480.59
September 2004....... 0.00 4,512,443.16 378,203.18
October 2004......... 0.00 4,127,972.64 345,979.40
November 2004........ 0.00 3,755,708.45 314,778.67
December 2004........ 0.00 3,448,865.95 289,061.16
January 2005......... 0.00 3,151,446.93 264,133.46
February 2005........ 0.00 2,863,175.37 239,972.44
March 2005........... 0.00 2,583,783.07 216,555.63
April 2005........... 0.00 2,313,009.43 193,861.17
CLASS A3B CLASS A4B CLASS A5B
DISTRIBUTION DATE PAC COMPONENT PAC COMPONENT PAC COMPONENT
--------------------- -------------- -------------- --------------
May 2000............. $ 427,043.12 $ 0.00 $ 2,862,000.00
June 2000............ 330,548.01 0.00 2,862,000.00
July 2000............ 234,533.90 0.00 2,862,000.00
August 2000.......... 138,998.35 0.00 2,862,000.00
September 2000....... 43,938.90 0.00 2,862,000.00
October 2000......... 0.00 0.00 2,862,000.00
November 2000........ 0.00 0.00 2,862,000.00
December 2000........ 0.00 0.00 2,862,000.00
January 2001......... 0.00 0.00 2,862,000.00
February 2001........ 0.00 0.00 2,862,000.00
March 2001........... 0.00 0.00 2,862,000.00
April 2001........... 0.00 0.00 2,862,000.00
May 2001............. 0.00 0.00 2,862,000.00
June 2001............ 0.00 0.00 2,862,000.00
July 2001............ 0.00 0.00 2,862,000.00
August 2001.......... 0.00 0.00 2,862,000.00
September 2001....... 0.00 0.00 2,862,000.00
October 2001......... 0.00 0.00 2,862,000.00
November 2001........ 0.00 0.00 2,862,000.00
December 2001........ 0.00 0.00 2,862,000.00
January 2002......... 0.00 0.00 2,862,000.00
February 2002........ 0.00 0.00 2,862,000.00
March 2002........... 0.00 0.00 2,862,000.00
April 2002........... 0.00 0.00 2,862,000.00
May 2002............. 0.00 0.00 2,862,000.00
June 2002............ 0.00 0.00 2,862,000.00
July 2002............ 0.00 0.00 2,862,000.00
August 2002.......... 0.00 0.00 2,862,000.00
September 2002....... 0.00 0.00 2,862,000.00
October 2002......... 0.00 0.00 2,862,000.00
November 2002........ 0.00 0.00 2,862,000.00
December 2002........ 0.00 0.00 2,862,000.00
January 2003......... 0.00 0.00 2,862,000.00
February 2003........ 0.00 0.00 2,862,000.00
March 2003........... 0.00 0.00 2,862,000.00
April 2003........... 0.00 0.00 2,862,000.00
May 2003............. 0.00 0.00 2,862,000.00
June 2003............ 0.00 0.00 2,862,000.00
July 2003............ 0.00 0.00 2,862,000.00
August 2003.......... 0.00 0.00 2,862,000.00
September 2003....... 0.00 0.00 2,862,000.00
October 2003......... 0.00 0.00 2,862,000.00
November 2003........ 0.00 0.00 2,862,000.00
December 2003........ 0.00 0.00 2,862,000.00
January 2004......... 0.00 0.00 2,862,000.00
February 2004........ 0.00 0.00 2,862,000.00
March 2004........... 0.00 0.00 2,862,000.00
April 2004........... 0.00 0.00 2,862,000.00
May 2004............. 0.00 0.00 2,862,000.00
June 2004............ 0.00 0.00 2,862,000.00
July 2004............ 0.00 0.00 2,862,000.00
August 2004.......... 0.00 0.00 2,862,000.00
September 2004....... 0.00 0.00 2,862,000.00
October 2004......... 0.00 0.00 2,862,000.00
November 2004........ 0.00 0.00 2,862,000.00
December 2004........ 0.00 0.00 2,862,000.00
January 2005......... 0.00 0.00 2,862,000.00
February 2005........ 0.00 0.00 2,862,000.00
March 2005........... 0.00 0.00 2,862,000.00
April 2005........... 0.00 0.00 2,862,000.00
PAC BALANCES
-----------------------------------------------------------------------
CLASS A3A
DISTRIBUTION DATE CLASS A1 CLASS A2 PAC COMPONENT
--------------------- -------------- -------------- --------------
May 2005............. $ 0.00 $ 2,050,601.27 $ 171,867.85
June 2005............ 0.00 1,796,312.58 150,555.05
July 2005............ 0.00 1,549,904.35 129,902.74
August 2005.......... 0.00 1,311,144.38 109,891.46
September 2005....... 0.00 1,079,807.06 90,502.29
October 2005......... 0.00 855,673.22 71,716.88
November 2005........ 0.00 638,529.93 53,517.36
December 2005........ 0.00 469,144.15 39,320.56
January 2006......... 0.00 304,312.61 25,505.47
February 2006........ 0.00 143,914.21 12,061.94
March 2006........... 0.00 0.00 0.00
April 2006........... 0.00 0.00 0.00
May 2006............. 0.00 0.00 0.00
June 2006............ 0.00 0.00 0.00
July 2006............ 0.00 0.00 0.00
August 2006.......... 0.00 0.00 0.00
September 2006....... 0.00 0.00 0.00
October 2006......... 0.00 0.00 0.00
November 2006........ 0.00 0.00 0.00
December 2006........ 0.00 0.00 0.00
January 2007......... 0.00 0.00 0.00
February 2007........ 0.00 0.00 0.00
March 2007........... 0.00 0.00 0.00
April 2007........... 0.00 0.00 0.00
May 2007............. 0.00 0.00 0.00
June 2007............ 0.00 0.00 0.00
July 2007............ 0.00 0.00 0.00
August 2007.......... 0.00 0.00 0.00
September 2007....... 0.00 0.00 0.00
October 2007......... 0.00 0.00 0.00
November 2007........ 0.00 0.00 0.00
December 2007........ 0.00 0.00 0.00
January 2008......... 0.00 0.00 0.00
February 2008........ 0.00 0.00 0.00
March 2008........... 0.00 0.00 0.00
April 2008........... 0.00 0.00 0.00
May 2008............. 0.00 0.00 0.00
June 2008............ 0.00 0.00 0.00
July 2008............ 0.00 0.00 0.00
August 2008.......... 0.00 0.00 0.00
September 2008....... 0.00 0.00 0.00
October 2008......... 0.00 0.00 0.00
November 2008........ 0.00 0.00 0.00
December 2008........ 0.00 0.00 0.00
January 2009......... 0.00 0.00 0.00
February 2009........ 0.00 0.00 0.00
March 2009........... 0.00 0.00 0.00
April 2009........... 0.00 0.00 0.00
May 2009............. 0.00 0.00 0.00
June 2009............ 0.00 0.00 0.00
July 2009............ 0.00 0.00 0.00
August 2009.......... 0.00 0.00 0.00
September 2009....... 0.00 0.00 0.00
October 2009......... 0.00 0.00 0.00
November 2009........ 0.00 0.00 0.00
December 2009........ 0.00 0.00 0.00
January 2010......... 0.00 0.00 0.00
February 2010........ 0.00 0.00 0.00
March 2010........... 0.00 0.00 0.00
CLASS A3B CLASS A4B CLASS A5B
DISTRIBUTION DATE PAC COMPONENT PAC COMPONENT PAC COMPONENT
--------------------- -------------- -------------- --------------
May 2005............. $ 0.00 $ 0.00 $ 2,862,000.00
June 2005............ 0.00 0.00 2,862,000.00
July 2005............ 0.00 0.00 2,862,000.00
August 2005.......... 0.00 0.00 2,862,000.00
September 2005....... 0.00 0.00 2,862,000.00
October 2005......... 0.00 0.00 2,862,000.00
November 2005........ 0.00 0.00 2,862,000.00
December 2005........ 0.00 0.00 2,862,000.00
January 2006......... 0.00 0.00 2,862,000.00
February 2006........ 0.00 0.00 2,862,000.00
March 2006........... 0.00 0.00 2,848,811.10
April 2006........... 0.00 0.00 2,684,198.51
May 2006............. 0.00 0.00 2,524,017.25
June 2006............ 0.00 0.00 2,368,149.36
July 2006............ 0.00 0.00 2,216,480.03
August 2006.......... 0.00 0.00 2,068,897.46
September 2006....... 0.00 0.00 1,925,292.80
October 2006......... 0.00 0.00 1,785,560.09
November 2006........ 0.00 0.00 1,649,596.16
December 2006........ 0.00 0.00 1,517,300.57
January 2007......... 0.00 0.00 1,388,575.54
February 2007........ 0.00 0.00 1,263,325.87
March 2007........... 0.00 0.00 1,141,458.87
April 2007........... 0.00 0.00 1,022,884.30
May 2007............. 0.00 0.00 907,514.34
June 2007............ 0.00 0.00 795,263.44
July 2007............ 0.00 0.00 686,048.35
August 2007.......... 0.00 0.00 579,788.02
September 2007....... 0.00 0.00 476,403.53
October 2007......... 0.00 0.00 375,818.06
November 2007........ 0.00 0.00 277,956.82
December 2007........ 0.00 0.00 182,747.00
January 2008......... 0.00 0.00 90,117.73
February 2008........ 0.00 0.00 0.00
March 2008........... 0.00 0.00 0.00
April 2008........... 0.00 0.00 0.00
May 2008............. 0.00 0.00 0.00
June 2008............ 0.00 0.00 0.00
July 2008............ 0.00 0.00 0.00
August 2008.......... 0.00 0.00 0.00
September 2008....... 0.00 0.00 0.00
October 2008......... 0.00 0.00 0.00
November 2008........ 0.00 0.00 0.00
December 2008........ 0.00 0.00 0.00
January 2009......... 0.00 0.00 0.00
February 2009........ 0.00 0.00 0.00
March 2009........... 0.00 0.00 0.00
April 2009........... 0.00 0.00 0.00
May 2009............. 0.00 0.00 0.00
June 2009............ 0.00 0.00 0.00
July 2009............ 0.00 0.00 0.00
August 2009.......... 0.00 0.00 0.00
September 2009....... 0.00 0.00 0.00
October 2009......... 0.00 0.00 0.00
November 2009........ 0.00 0.00 0.00
December 2009........ 0.00 0.00 0.00
January 2010......... 0.00 0.00 0.00
February 2010........ 0.00 0.00 0.00
March 2010........... 0.00 0.00 0.00
TAC BALANCES TABLE
TAC BALANCES
--------------------------------------------------
CLASS A4A CLASS A5A CLASS A5E
TAC TAC Z TAC
DISTRIBUTION DATE COMPONENT COMPONENT COMPONENT
--------------------- -------------- -------------- --------------
Initial Balance...... $26,900,000.00 $27,428,000.00 $29,207,000.00
December 1996........ 26,748,259.83 27,605,139.17 29,042,246.28
January 1997......... 26,572,205.88 27,783,422.36 28,851,093.58
February 1997........ 26,371,481.90 27,962,856.96 28,633,155.09
March 1997........... 26,146,155.06 28,143,450.41 28,388,503.74
April 1997........... 25,896,335.71 28,325,210.19 28,117,259.37
May 1997............. 25,622,177.51 28,508,143.84 27,819,588.80
June 1997............ 25,323,877.42 28,692,258.94 27,495,705.86
July 1997............ 25,001,711.94 28,877,563.11 27,145,910.80
August 1997.......... 24,655,962.38 29,064,064.04 26,770,509.05
September 1997....... 24,286,980.66 29,251,769.45 26,369,882.68
October 1997......... 23,895,131.66 29,440,687.13 25,944,427.89
November 1997........ 23,480,870.83 29,630,824.90 25,494,639.19
December 1997........ 23,044,686.25 29,822,190.65 25,021,046.51
January 1998......... 22,587,061.47 30,014,792.30 24,524,174.89
February 1998........ 22,108,519.74 30,208,637.83 24,004,592.42
March 1998........... 21,609,666.71 30,403,735.28 23,462,956.71
April 1998........... 21,091,099.86 30,600,092.74 22,899,916.50
May 1998............. 20,553,507.63 30,797,718.34 22,316,219.23
June 1998............ 19,997,584.67 30,996,620.27 21,712,619.16
July 1998............ 19,424,064.83 31,196,806.77 21,089,913.06
August 1998.......... 18,833,731.16 31,398,286.15 20,448,951.15
September 1998....... 18,227,397.00 31,601,066.75 19,790,616.51
October 1998......... 17,605,848.19 31,805,156.97 19,115,762.38
November 1998........ 16,969,974.07 32,010,565.28 18,425,354.37
December 1998........ 16,320,773.48 32,217,300.18 17,720,476.98
January 1999......... 15,659,211.81 32,425,370.24 17,002,178.41
February 1999........ 14,986,832.28 32,634,784.09 16,272,134.22
March 1999........... 14,306,669.38 32,845,550.41 15,533,639.13
April 1999........... 13,623,650.56 33,057,677.92 14,792,043.20
May 1999............. 12,948,254.77 33,271,175.42 14,058,724.05
June 1999............ 12,284,701.08 33,486,051.76 13,338,262.62
July 1999............ 11,632,793.81 33,702,315.85 12,630,446.42
August 1999.......... 10,992,339.94 33,919,976.64 11,935,065.90
September 1999....... 10,363,149.10 34,139,043.15 11,251,914.34
October 1999......... 9,745,033.50 34,359,524.47 10,580,787.86
November 1999........ 9,137,807.94 34,581,429.74 9,921,485.37
December 1999........ 8,541,289.73 34,804,768.14 9,273,808.52
January 2000......... 7,955,298.68 35,029,548.93 8,637,561.66
TAC BALANCES
--------------------------------------------------
CLASS A4A CLASS A5A CLASS A5E
TAC TAC Z TAC
DISTRIBUTION DATE COMPONENT COMPONENT COMPONENT
-------------------------- -------------- -------------- --------------
February 2000............. $ 7,379,657.05 $35,255,781.43 $ 8,012,551.80
March 2000................ 6,814,189.54 35,483,475.02 7,398,588.62
April 2000................ 6,258,723.22 35,712,639.13 6,795,484.35
May 2000.................. 5,713,087.53 35,943,283.26 6,203,053.82
June 2000................. 5,177,114.24 36,175,416.96 5,621,114.34
July 2000................. 4,650,637.39 36,409,049.86 5,049,485.74
August 2000............... 4,133,493.30 36,644,191.64 4,487,990.29
September 2000............ 3,625,520.50 36,880,852.05 3,936,452.69
October 2000.............. 3,126,559.74 37,119,040.89 3,394,700.01
November 2000............. 2,636,453.91 37,358,768.02 2,862,561.68
December 2000............. 2,155,048.04 37,600,043.40 2,339,869.45
January 2001.............. 1,682,189.30 37,842,877.01 1,826,457.35
February 2001............. 1,217,726.88 38,087,278.93 1,322,161.67
March 2001................ 761,512.06 38,333,259.27 826,820.92
April 2001................ 313,398.12 38,580,828.24 340,275.80
May 2001.................. 0.00 38,565,605.59 0.00
June 2001................. 0.00 37,914,615.09 0.00
July 2001................. 0.00 37,281,247.33 0.00
August 2001............... 0.00 36,665,222.99 0.00
September 2001............ 0.00 36,066,266.77 0.00
October 2001.............. 0.00 35,484,107.27 0.00
November 2001............. 0.00 34,918,477.01 0.00
December 2001............. 0.00 34,412,865.30 0.00
January 2002.............. 0.00 33,922,927.51 0.00
February 2002............. 0.00 33,448,408.35 0.00
March 2002................ 0.00 32,989,056.20 0.00
April 2002................ 0.00 32,544,623.06 0.00
May 2002.................. 0.00 32,114,864.47 0.00
June 2002................. 0.00 31,699,539.52 0.00
July 2002................. 0.00 31,298,410.73 0.00
August 2002............... 0.00 30,911,244.06 0.00
September 2002............ 0.00 30,537,808.82 0.00
October 2002.............. 0.00 30,177,877.67 0.00
November 2002............. 0.00 29,831,226.53 0.00
December 2002............. 0.00 29,511,097.05 0.00
January 2003.............. 0.00 29,203,601.82 0.00
February 2003............. 0.00 28,908,528.01 0.00
March 2003................ 0.00 28,625,665.87 0.00
April 2003................ 0.00 28,354,808.69 0.00
May 2003.................. 0.00 28,095,752.79 0.00
June 2003................. 0.00 27,828,946.84 0.00
July 2003................. 0.00 27,554,222.66 0.00
August 2003............... 0.00 27,272,011.52 0.00
September 2003............ 0.00 26,982,730.34 0.00
October 2003.............. 0.00 26,686,782.09 0.00
November 2003............. 0.00 26,384,556.19 0.00
December 2003............. 0.00 26,046,356.82 0.00
January 2004.............. 0.00 25,703,980.29 0.00
February 2004............. 0.00 25,357,743.24 0.00
March 2004................ 0.00 25,007,950.97 0.00
April 2004................ 0.00 24,654,897.76 0.00
TAC BALANCES
--------------------------------------------------
CLASS A5E
CLASS A4A CLASS A5A TAC
TAC TAC Z COMPONENT
DISTRIBUTION DATE COMPONENT COMPONENT -
------------------ -------------- --------------
May 2004.......... $ 0.00 $24,298,867.22 $ 0.00
June 2004......... 0.00 23,940,132.60 0.00
July 2004......... 0.00 23,578,957.11 0.00
August 2004....... 0.00 23,215,594.20 0.00
September 2004.... 0.00 22,850,287.88 0.00
October 2004...... 0.00 22,483,273.03 0.00
November 2004..... 0.00 22,114,775.60 0.00
December 2004..... 0.00 21,723,647.07 0.00
January 2005...... 0.00 21,332,930.94 0.00
February 2005..... 0.00 20,942,775.39 0.00
March 2005........ 0.00 20,553,322.23 0.00
April 2005........ 0.00 20,164,707.09 0.00
May 2005.......... 0.00 19,777,059.62 0.00
June 2005......... 0.00 19,390,503.71 0.00
July 2005......... 0.00 19,005,157.67 0.00
August 2005....... 0.00 18,621,134.38 0.00
September 2005.... 0.00 18,238,541.52 0.00
October 2005...... 0.00 17,857,481.70 0.00
November 2005..... 0.00 17,478,052.65 0.00
December 2005..... 0.00 17,087,623.12 0.00
January 2006...... 0.00 16,700,343.70 0.00
February 2006..... 0.00 16,316,234.49 0.00
March 2006........ 0.00 15,935,313.68 0.00
April 2006........ 0.00 15,557,597.53 0.00
May 2006.......... 0.00 15,183,100.54 0.00
June 2006......... 0.00 14,811,835.41 0.00
July 2006......... 0.00 14,443,813.18 0.00
August 2006....... 0.00 14,079,043.28 0.00
September 2006.... 0.00 13,717,533.56 0.00
October 2006...... 0.00 13,359,290.37 0.00
November 2006..... 0.00 13,004,318.61 0.00
December 2006..... 0.00 12,652,621.82 0.00
January 2007...... 0.00 12,304,202.16 0.00
February 2007..... 0.00 11,959,060.54 0.00
March 2007........ 0.00 11,617,196.61 0.00
April 2007........ 0.00 11,278,608.86 0.00
May 2007.......... 0.00 10,943,294.63 0.00
June 2007......... 0.00 10,611,250.15 0.00
July 2007......... 0.00 10,282,470.64 0.00
August 2007....... 0.00 9,956,950.28 0.00
September 2007.... 0.00 9,634,682.30 0.00
October 2007...... 0.00 9,315,659.01 0.00
November 2007..... 0.00 8,999,871.85 0.00
December 2007..... 0.00 8,687,311.38 0.00
January 2008...... 0.00 8,377,967.38 0.00
February 2008..... 0.00 8,071,828.84 0.00
March 2008........ 0.00 7,681,210.67 0.00
April 2008........ 0.00 7,296,152.74 0.00
May 2008.......... 0.00 6,916,578.28 0.00
June 2008......... 0.00 6,542,411.56 0.00
July 2008......... 0.00 6,173,577.86 0.00
TAC BALANCES
--------------------------------------------------
CLASS A4A CLASS A5A CLASS A5E
TAC TAC Z TAC
DISTRIBUTION DATE COMPONENT COMPONENT COMPONENT
-------------------- -------------- -------------- --------------
August 2008......... $ 0.00 $ 5,810,003.51 $ 0.00
September 2008...... 0.00 5,451,615.82 0.00
October 2008........ 0.00 5,098,343.10 0.00
November 2008....... 0.00 4,750,114.63 0.00
December 2008....... 0.00 4,406,860.67 0.00
January 2009........ 0.00 4,068,512.41 0.00
February 2009....... 0.00 3,735,001.99 0.00
March 2009.......... 0.00 3,406,262.47 0.00
April 2009.......... 0.00 3,082,227.83 0.00
May 2009............ 0.00 2,762,832.94 0.00
June 2009........... 0.00 2,448,013.57 0.00
July 2009........... 0.00 2,137,706.35 0.00
August 2009......... 0.00 1,831,848.79 0.00
September 2009...... 0.00 1,530,379.23 0.00
October 2009........ 0.00 1,233,236.89 0.00
November 2009....... 0.00 940,361.78 0.00
December 2009....... 0.00 651,694.75 0.00
January 2010........ 0.00 367,177.45 0.00
February 2010....... 0.00 86,752.33 0.00
March 2010.......... 0.00 0.00 0.00
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 Servicing Fee Rate for such
Mortgage Loan.]
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 1
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00007484512 MORTGAGORS: XXXXXX XXXXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : 0 XXXXX XXXX
01 CITY : WALLINGFORD
STATE/ZIP : CT 06492
MORTGAGE AMOUNT : 346,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,594.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,603.14 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 07/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00007486327 MORTGAGORS: XXXXXXXX XXXXX
XXXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXXX
01 CITY : LAKE WORTH
STATE/ZIP : FL 33467
MORTGAGE AMOUNT : 243,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,940.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,978.76 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 94.98900
----------------------------------------------------------------
00007496011 MORTGAGORS: XXXXXXXXXXX XXXXXX
XXXXXXXXXXX XXXX
REGION CODE ADDRESS : 00000 XX 000XX XXXXXX
00 CITY : XXXXXXXX
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 251,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,750.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,891.32 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00007496177 MORTGAGORS: XXXXXX XXXXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : 19770 XXXXXX COURT
01 CITY : BROOKFIELD
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 272,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,634.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,097.60 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 64.18800
----------------------------------------------------------------
00007497878 MORTGAGORS: XXXX XXXXX
XXXX XXXXX
REGION CODE ADDRESS : 000 XXXX XXXXXX XXXXXX
01 CITY : ST. XXXXXX
STATE/ZIP : UT 84790
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,113.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,386.93 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 92.30769
----------------------------------------------------------------
00007509318 MORTGAGORS: XXXXXX XXXXXXX
REGION CODE ADDRESS : 00 XXXXXXXXX XXXX
01 CITY : GREENWICH
STATE/ZIP : CT 06830
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 649,146.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,826.24 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 69.51800
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 2,064,250.00 P & I AMT: 15,783.99
UPB AMT: 2,059,179.65
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 2
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00007509334 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : 000 XXXXXXX XXXXX
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22314
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,648.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,146.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/26
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00007509342 MORTGAGORS: SALE XXXXXXX
XXXX XXXXX
REGION CODE ADDRESS : 000 XXXXXX XXXX
01 CITY : SHREVEPORT
STATE/ZIP : LA 71106
MORTGAGE AMOUNT : 305,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 303,988.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,264.62 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 06/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 89.70500
----------------------------------------------------------------
00007509359 MORTGAGORS: XXXXX XXXXXXX
XXXXX XXXXXXXXX
REGION CODE ADDRESS : XXX 00 #00 XXXXXXX XXXXX
00 XXXX : MANSFIELD
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 239,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,904.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,925.47 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 79.98100
----------------------------------------------------------------
00007509367 MORTGAGORS: XXXXXXX XXXXX
XXXXX XXXXXXXXX
REGION CODE ADDRESS : 0000 XXXXX XXXXX XXXX
01 CITY : CHARLOTTE
STATE/ZIP : NC 28210
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,339.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,234.23 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 07/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00007509375 MORTGAGORS: XXXXXXX XXXXXX
XXXXXXX XXXXXXXX
REGION CODE ADDRESS : 00000 XXXXXXXXXX XXXXXX
01 CITY : CUPERTINO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,549.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,960.04 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00007509391 MORTGAGORS: XXXXXXXX XXXXXX
XXXXXXXX XXXXX
REGION CODE ADDRESS : 00000 X.X. 000XX XXXXXX
01 CITY : ENUMCLAW
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 291,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,831.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,370.11 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 71.04800
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,667,600.00 P & I AMT: 12,900.68
UPB AMT: 1,663,262.73
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 3
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00007509409 MORTGAGORS: XXXXXXXX XXXXXXX
REGION CODE ADDRESS : 0 XXXXXX XXXXXX
01 CITY : LITTLE ROCK
STATE/ZIP : AR 72212
MORTGAGE AMOUNT : 451,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 450,673.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,471.64 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 76.52500
----------------------------------------------------------------
00007509417 MORTGAGORS: XXXX XXXXXX
XXXX XXXXXX
REGION CODE ADDRESS : 000 XXXXX XXXXX
01 CITY : DANVILLE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,663.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,052.20 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00007509425 MORTGAGORS: XXXXXXXXXX XXXXXX
XXXXXXXXXX XXXXXXX
REGION CODE ADDRESS : #00 XXXXXX XXXXX XXXXX
01 CITY : SAINT XXXXXX ISLAND
STATE/ZIP : GA 31522
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,500.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,177.82 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00007509433 MORTGAGORS: XXXXX XXXXXXXX
XXXXX XXXX
REGION CODE ADDRESS : 00000 XXXXXXXXXXXX XXXXX
01 CITY : NORTH POTOMAC
STATE/ZIP : MD 20878
MORTGAGE AMOUNT : 237,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 236,519.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,739.03 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00007509441 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXXX
01 CITY : MIDLAND
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 226,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 226,056.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,781.49 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 94.99900
----------------------------------------------------------------
00007509458 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXXX
REGION CODE ADDRESS : 000 XXXXX XXXXX XXXXX
01 CITY : LAWRENCEVILLE
STATE/ZIP : GA 30243
MORTGAGE AMOUNT : 237,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,239.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,910.98 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,702,450.00 P & I AMT: 13,133.16
UPB AMT: 1,699,652.82
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 4
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00007509466 MORTGAGORS: XXXXXXX XXXXXX
XXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXX XXXXXX XXXXX
01 CITY : HACIENDA HEIGHTS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 292,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,017.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,353.52 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00007509474 MORTGAGORS: BOS XXXXX
XXX CARMO
REGION CODE ADDRESS : 000 XXXXXXX XXXX XXXXXX
01 CITY : ALPHARETTA
STATE/ZIP : GA 30201
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,554.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,013.95 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00007509482 MORTGAGORS: XXXXX XXXXXXX
XXXXX NATHALIE
REGION CODE ADDRESS : 0000 XXXXX XXXXX XXXX
01 CITY : MCKINNEY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 216,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 215,568.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,700.85 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 06/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 94.99100
----------------------------------------------------------------
00007509490 MORTGAGORS: XXXX XXXXX
REGION CODE ADDRESS : 000 XXXXXXXXX XXXX
01 CITY : GOLDEN
STATE/ZIP : CO 80401
MORTGAGE AMOUNT : 243,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,696.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,846.98 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------
00007509508 MORTGAGORS: XXXXXXX XXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 71 OAKRIDGE
01 CITY : FARMINGTON
STATE/ZIP : CT 06085
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,505.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,076.07 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00007509516 MORTGAGORS: XXXXXXXXXXX XXXXX
XXXXXXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 0XX XXXXXX #0000
01 CITY : SEATTLE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 262,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,820.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,111.33 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 07/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,540,100.00 P & I AMT: 12,102.70
UPB AMT: 1,537,163.77
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 5
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00007509524 MORTGAGORS: XXXX XXXXXXX
XXXX XXXXXX
REGION CODE ADDRESS : 00 XXXXXXX XXXX XXXX
01 CITY : XXXXXX
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 263,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,530.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,045.59 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 84.03800
----------------------------------------------------------------
00007509532 MORTGAGORS: XXXXXXXXXXX XXX
XXXXXXXXXXX XXXXX
REGION CODE ADDRESS : 0000 X.X. XXXXXXX XXXXX XXXX
01 CITY : PORTLAND
STATE/ZIP : OR 97219
MORTGAGE AMOUNT : 332,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 331,616.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,611.85 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 89.75300
----------------------------------------------------------------
00007509540 MORTGAGORS: XXXXXX XXX
XXXXXX XXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXX XXXX
01 CITY : HOLLAND
STATE/ZIP : OH 43528
MORTGAGE AMOUNT : 325,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,247.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,592.22 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00007509557 MORTGAGORS: XXXXX XXXXXXX
XXXXX XXXXXXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXXXX XXX
01 CITY : EDMOND
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 348,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,209.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,775.21 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00007509565 MORTGAGORS: XXX XXXXXXXXXXX
XXX HUI
REGION CODE ADDRESS : 000 XXXXXX XXXX
01 CITY : LEXINGTON
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,984.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,386.94 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 72.28900
----------------------------------------------------------------
00007509573 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX GEORGIA
REGION CODE ADDRESS : 00000 XXXXXXXX XXXXX
01 CITY : LOS GATOS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 499,130.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,933.50 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 54.05400
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 2,069,600.00 P & I AMT: 16,345.31
UPB AMT: 2,065,719.32
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 6
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00007509581 MORTGAGORS: XXXXXXXX XXXXXXX
XXXXXXXX XXXX
REGION CODE ADDRESS : 0000 XXXX XX XX
01 CITY : ATLANTA
STATE/ZIP : GA 30319
MORTGAGE AMOUNT : 624,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 623,279.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,909.02 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00007509599 MORTGAGORS: XXXXXX XXXXX
REGION CODE ADDRESS : 00 XXXX XXXXX XXXXX
01 CITY : MARTINSVILLE
STATE/ZIP : VA 24112
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 419,489.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,229.44 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 87.86600
----------------------------------------------------------------
00007509607 MORTGAGORS: XXXXXXX XXXX
XXXXX-XXXXXXX XXXXXXX
REGION CODE ADDRESS : 000 XXXXXXXXX XXXXX
01 CITY : DANVILLE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 439,194.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,383.22 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 75.99300
----------------------------------------------------------------
00007509615 MORTGAGORS: XXXX XXXX
XXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXXX XXXXX
01 CITY : PLANO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 253,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,085.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,949.96 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00007509623 MORTGAGORS: XXXXX XXXXXXX
XXXXX VIRGINIA
REGION CODE ADDRESS : 00000 XXXX XXXXX
01 CITY : MISSION VIEJO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 263,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,291.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,981.84 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 79.98700
----------------------------------------------------------------
00007509631 MORTGAGORS: XXX XXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 000 XXXXXXXX XXXXX XXXXX
01 CITY : SMYRNA
STATE/ZIP : GA 30059
MORTGAGE AMOUNT : 263,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,718.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,023.78 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 79.99100
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 2,264,600.00 P & I AMT: 17,477.26
UPB AMT: 2,261,058.56
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 7
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00007509649 MORTGAGORS: XXXXXX XXXX
XXXXXX XXXX
REGION CODE ADDRESS : 000 XXXXXXX XXX
01 CITY : SAN MATEO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 489,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 489,063.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,939.43 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00007509656 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 00 XXXXXX XXXXXX XXXXX
01 CITY : CHESHIRE
STATE/ZIP : CT 06410
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,502.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,092.02 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 78.78700
----------------------------------------------------------------
00007509664 MORTGAGORS: NIEDERAUER F.
XXXXXXXXXX XXXXXXXX
REGION CODE ADDRESS : 16260 LOS SERENOS XXXXXX
01 CITY : LOS GATOS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 525,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 524,377.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,083.40 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 43.75000
----------------------------------------------------------------
00007509680 MORTGAGORS: XXXXX XXXXXXX
XXXXXXXXXX XXXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXXXXX XXXXXX
01 CITY : SAN XXXX
STATE/ZIP : CA 95128
MORTGAGE AMOUNT : 215,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 215,205.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,657.78 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00007509698 MORTGAGORS: XXXXXXX XXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 00 XXXXXX XXXXX
01 CITY : LITTLE ROCK
STATE/ZIP : AR 72211
MORTGAGE AMOUNT : 237,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,097.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,889.66 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00007509706 MORTGAGORS: XXXXX XXXXXX
XXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXXXX
01 CITY : BELLAIRE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 262,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,520.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,014.56 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,989,700.00 P & I AMT: 15,676.85
UPB AMT: 1,986,767.35
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 8
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00007509714 MORTGAGORS: MORIGUCHI XXXX
XXXXXXXXX YOUNG
REGION CODE ADDRESS : 0000 XXXXXXXXXX XXX
01 CITY : SUNNYVALE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,515.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,641.55 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 76.10900
----------------------------------------------------------------
00007509722 MORTGAGORS: XXXXXX XXXXXXX
REGION CODE ADDRESS : 00000 XXXXXXXXX 00XX XXXXXX
01 CITY : REDMOND
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 211,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 211,562.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,629.71 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00007509730 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXXXX
01 CITY : PLEASANTON
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,737.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,073.14 OUTSIDE CONV DATE :
LIFETIME RATE : 9.25000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 9.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00007509748 MORTGAGORS: XXXXXXXX XXXX
XXXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXX
01 CITY : XXXXXXXX
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 252,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,076.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,896.20 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00007509755 MORTGAGORS: XXXXXXXX XXXXXX
XXXXX-XXXXXXXX XXXX
REGION CODE ADDRESS : 000 XXXXXXXXX XXXX
01 CITY : DANVILLE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 444,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 444,386.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,500.03 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 79.99700
----------------------------------------------------------------
00007509771 MORTGAGORS: XXXXXXX 1HOMAS
XXXXXXX XXXXXXXX
REGION CODE ADDRESS : 00000 XXXXXXXX XXX
01 CITY : LOS GATOS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,584.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,832.12 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,881,250.00 P & I AMT: 14,572.75
UPB AMT: 1,878,862.51
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 9
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00007509789 MORTGAGORS: XXXXX XXXXXX
XXXXX XXXX
REGION CODE ADDRESS : 000 XXXXX XXXXX
01 CITY : XXXXXXXX
STATE/ZIP : GA 31047
MORTGAGE AMOUNT : 236,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 236,262.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,818.87 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00007509797 MORTGAGORS: XXXXXX XXXXXXXX
REGION CODE ADDRESS : XXXXX 0, XXX 000-X
01 CITY : SANGER
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 231,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 231,468.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,781.96 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00007509805 MORTGAGORS: XXXX XXXXXX
XXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXX XXXX
01 CITY : FORT WORTH
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 256,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,180.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,949.59 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00007509813 MORTGAGORS: XXXXXXX XXXXXX
XXXXXXX XXXXXXX
REGION CODE ADDRESS : 00000 0XX XXXXXX XXXXXXXXX
01 CITY : FEDERAL WAY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 294,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,660.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,312.90 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
00007509821 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX XXXXXXXX
REGION CODE ADDRESS : 0000 XXXX XXXXX
01 CITY : PLEASANTON
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 236,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,568.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,814.64 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00007509839 MORTGAGORS: XXXXXXXX XXXXXXX
XXXXXXXX XXXXXXXX
REGION CODE ADDRESS : 00000 XXXXXXXX XXXXX
01 CITY : SAN XXXX
STATE/ZIP : CA 95130
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,568.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,951.02 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 77.50000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,502,800.00 P & I AMT: 11,628.98
UPB AMT: 1,500,707.91
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 10
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00007509847 MORTGAGORS: XXXXX XXXXXX
XXXXX XXXXXXX
REGION CODE ADDRESS : 352 XX XXXX COURT
01 CITY : XXXXXX HILL
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 259,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,722.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,085.18 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 79.98400
----------------------------------------------------------------
00007509854 MORTGAGORS: XXXXXXXX XXXXX
XXXXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 X.X. XXXXXXXXXX XXXX
01 CITY : PORT ST. LUCIE
STATE/ZIP : FL 34986
MORTGAGE AMOUNT : 245,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,684.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,950.13 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00007509862 MORTGAGORS: XXXXXXX XXXXXX
XXXXXXX XXXXXX
REGION CODE ADDRESS : 00000 XXXXXXX XXXX XXX
01 CITY : LOS GATOS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,644.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,333.37 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------
00007509870 MORTGAGORS: XXXXXXX XXXXXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXXX
01 CITY : LA CRESCENTA AREA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 237,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,239.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,910.98 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 89.62200
----------------------------------------------------------------
00007509888 MORTGAGORS: BUJON GUISHAD
XXXXXX XXXXXXXX
REGION CODE ADDRESS : 000-00 XXXXXX XXXX
01 CITY : RICHMOND HILL
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 223,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,005.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,796.32 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00007509904 MORTGAGORS: XXXXXXX XXXXXXX
XXXXXX XXXXXX
REGION CODE ADDRESS : 3105 BRITTANY TRACE
01 CITY : PENSACOLA
STATE/ZIP : FL 32504
MORTGAGE AMOUNT : 242,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,656.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,861.54 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,507,100.00 P & I AMT: 11,937.52
UPB AMT: 1,504,952.99
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 11
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00007509912 MORTGAGORS: XXXXXXXXX XXXXXX
XXXXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 00XX XXXXXX X.X.
01 CITY : BRADENTON
STATE/ZIP : FL 34209
MORTGAGE AMOUNT : 464,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 463,504.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,775.26 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00007509938 MORTGAGORS: XXXXXXXXX XXXXXX
XXXXXXXXX XXXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXX XXXXX
01 CITY : TALLAHASSEE
STATE/ZIP : FL 32308
MORTGAGE AMOUNT : 220,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 219,867.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,732.71 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 89.98900
----------------------------------------------------------------
00007509946 MORTGAGORS: XXXXXX XXXXXXX
REGION CODE ADDRESS : 00000 XX 000 XXXXX
01 CITY : MIAMI
STATE/ZIP : FL 33176
MORTGAGE AMOUNT : 256,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,716.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,287.22 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 09/01/16
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 94.12800
----------------------------------------------------------------
00007509953 MORTGAGORS: XXXXX XXXXXX
XXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXX XXXXX XX
01 CITY : ST. PETERSBURG
STATE/ZIP : FL 33702
MORTGAGE AMOUNT : 235,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 234,601.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,869.77 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 74.60300
----------------------------------------------------------------
00007509961 MORTGAGORS: XXXXX XXXXXXX
REGION CODE ADDRESS : 0 XXXXXXXX XXXX
01 CITY : DARIEN
STATE/ZIP : CT 06820
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,491.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,386.94 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00007509979 MORTGAGORS: DEGENERES XXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXXX XXXXXX
01 CITY : NORTH HOLLYWOOD
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 265,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,061.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,136.28 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,741,250.00 P & I AMT: 14,188.18
UPB AMT: 1,738,243.22
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 12
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00007509987 MORTGAGORS: XXXXX XXXXX
XXXXX XXXXXXX
REGION CODE ADDRESS : 000 XXXXXXXX XXXXXX
01 CITY : XXXXXXXX
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,689.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,195.98 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00007509995 MORTGAGORS: XXXXXXX XXXX
XXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 X. XXXXX XXXXXX
01 CITY : MESA
STATE/ZIP : AZ 85215
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 449,237.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,580.41 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00007510001 MORTGAGORS: XXXXXXX XXXXXX
XXXXXXX XXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXX
01 CITY : SAN XXXX
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 258,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,300.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,035.59 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00007510019 MORTGAGORS: XXXXXXX XXXXXXX
XXXXXXX XXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXXX
01 CITY : SAN XXXX
STATE/ZIP : CA 95124
MORTGAGE AMOUNT : 415,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 414,707.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,229.39 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00009150764 MORTGAGORS: XXXXXXX XXXXXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 000 XXXXXXXX XXXXX
00 CITY : MOUNTAIN VIEW
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 266,801.77 OPTION TO CONVERT :
UNPAID BALANCE : 257,872.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,084.38 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 05/01/22
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 67.54475
----------------------------------------------------------------
00030373922 MORTGAGORS: XXXXX XXXXXXX
XXXXX XXXXXXXX
REGION CODE ADDRESS : 8988 LELY ISLAND CIR.
01 CITY : NAPLES
STATE/ZIP : FL 33962
MORTGAGE AMOUNT : 244,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,604.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,858.38 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/25
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 79.12621
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,911,251.77 P & I AMT: 14,984.13
UPB AMT: 1,898,412.62
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 13
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030383376 MORTGAGORS: XXXXXXX XXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXX XXXXX
01 CITY : SANFORD
STATE/ZIP : FL 32771
MORTGAGE AMOUNT : 264,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,989.35 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 94.57100
----------------------------------------------------------------
00030464325 MORTGAGORS: XXXXXX XXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXX XX
01 CITY : CASTLE ROCK
STATE/ZIP : CO 80104
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,245.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,726.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/26
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 66.22500
----------------------------------------------------------------
00030479232 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXX
REGION CODE ADDRESS : 00 XXXX XXXXX XXXX 00
00 CITY : SAYREVILLE THE BOROUGH OF
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 229,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,760.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,767.74 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 94.99200
----------------------------------------------------------------
00030488266 MORTGAGORS: XXXXXXXXX XXXXXXX
XXXXXXXXX XXXXXX
REGION CODE ADDRESS : 0 XXXXXXX XXXX
01 CITY : XXXXXX PLACE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 264,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,154.51 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 94.97000
----------------------------------------------------------------
00030504153 MORTGAGORS: XXXXXX XXXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 00 XXXXXXX XXXX
01 CITY : AVON
STATE/ZIP : CT 06001
MORTGAGE AMOUNT : 345,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,379.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,596.38 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030531990 MORTGAGORS: BALL XXXX
XXXX XXXXX
REGION CODE ADDRESS : 000 X XXXXXXXXX XXXXXX
01 CITY : GILBERT
STATE/ZIP : AZ 85234
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,133.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,871.10 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 06/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 69.86300
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,610,100.00 P & I AMT: 12,105.77
UPB AMT: 1,607,118.57
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 14
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030537211 MORTGAGORS: XXXXXXX XXXXXX
XXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXX XXXX
01 CITY : CLARENCE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,496.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,036.99 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030539845 MORTGAGORS: XXXXXXXXXXX XXXXX
XXXXXXXXXXX XXXXXX
REGION CODE ADDRESS : 000 XXX XX
01 CITY : FRIENDSWOOD
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 644,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 641,555.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,894.87 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 05/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030557953 MORTGAGORS: XXXXX XXXXX
XXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXXXX
01 CITY : SAN XXXX
STATE/ZIP : CA 95132
MORTGAGE AMOUNT : 279,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,993.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,170.03 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 05/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030561633 MORTGAGORS: XXXXXXXX XXXX
XXXXXXXX XXXXXXXX
REGION CODE ADDRESS : 0000 XXXX XXXXXX XXXXX
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85255
MORTGAGE AMOUNT : 334,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 334,475.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,455.92 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 89.99600
----------------------------------------------------------------
00030562631 MORTGAGORS: XXXXXXXXX XXXXX
XXXXXXXXX XXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXX
01 CITY : WEST UNIVERSITY
STATE/ZIP : TX 77005
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,245.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,280.22 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 46.15300
----------------------------------------------------------------
00030563837 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXXX
01 CITY : BDOWIE
STATE/ZIP : MD 20721
MORTGAGE AMOUNT : 247,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,664.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,993.86 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 94.98200
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 2,073,500.00 P & I AMT: 15,831.89
UPB AMT: 2,068,431.84
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 15
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030572762 MORTGAGORS: XXXXXXXXXX XXXXXXX
XXXXXXXXXX XXX
REGION CODE ADDRESS : 0000 XXXXXXXXXX XXXXXX
01 CITY : FAIRFAX
STATE/ZIP : VA 22030
MORTGAGE AMOUNT : 239,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,935.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,733.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 94.99400
----------------------------------------------------------------
00030575716 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXXXXX
REGION CODE ADDRESS : 00 XXXXXXX XXX
01 CITY : SOLEBURY
STATE/ZIP : PA 18938
MORTGAGE AMOUNT : 219,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 219,049.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,589.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030577167 MORTGAGORS: XXXXXXXX XXXXXXX
XXXXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXX XX
01 CITY : PLANO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 302,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,279.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,348.93 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 07/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 75.12400
----------------------------------------------------------------
00030582720 MORTGAGORS: XXXXXXXXXXX XXXXXXXXXXX
XXXXXXXXXXX XXXXXXX
REGION CODE ADDRESS : 000 XXXXXX XXXX XXXXX
01 CITY : ROCKWALL
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 257,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,931.51 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 94.55100
----------------------------------------------------------------
00030582928 MORTGAGORS: XXXXX XXXXXX
XXXXX XXXXXXX
REGION CODE ADDRESS : XXX #00 00 XXXXXXXXXX XXXXX
00 XXXX : POUGHKEEPSIE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 232,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 231,717.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,783.88 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 85.29400
----------------------------------------------------------------
00030583306 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXXX XXXXX
01 CITY : GARLAND
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 229,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,703.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,726.79 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 94.99800
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,479,250.00 P & I AMT: 11,114.11
UPB AMT: 1,477,784.98
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 16
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030586580 MORTGAGORS: XXXXXXXXX XXXXXXX
XXXXXXX-XXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXXX
01 CITY : SCHENECTADY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 216,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 215,709.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,584.93 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 94.94500
----------------------------------------------------------------
00030588230 MORTGAGORS: XXXXXX XXXX
REGION CODE ADDRESS : 0000 X. XXXXXX XXXXXX, XXXX XX-0
01 CITY : CHICAGO
STATE/ZIP : IL 60605
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,447.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,360.11 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 93.25500
----------------------------------------------------------------
00030589907 MORTGAGORS: XXXXXXXXXXXX XXXXXX
XXXXXXXXXXXX XXXXXXX
REGION CODE ADDRESS : 000 XXXXXXXXX XXXXXX
01 CITY : BRANCHBURG
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 259,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,812.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030591663 MORTGAGORS: XXXXXX XXXXXXXX
XXXXXX XXXXXXXXX
REGION CODE ADDRESS : 00 XXXXX XXXX
00 CITY : READINGTON
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 249,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,602.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,937.87 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 07/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 94.99300
----------------------------------------------------------------
00030591770 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : 515 XXXXXXXX SPRING
01 CITY : FLAGSTAFF
STATE/ZIP : AZ 86001
MORTGAGE AMOUNT : 277,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,073.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,082.89 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 61.61100
----------------------------------------------------------------
00030594287 MORTGAGORS: XXXXXXX XXXXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 3900 CARTA DE PLATA
01 CITY : SAN CLEMENTE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 260,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,637.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,982.27 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,562,400.00 P & I AMT: 11,760.44
UPB AMT: 1,557,670.56
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 17
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030596084 MORTGAGORS: XXXXXXXXXX XXXXXXXX
XXXXXXX XXXXXXXXX
REGION CODE ADDRESS : 00 XXXXXXXX XXXXX
01 CITY : SOUTH RIVER
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 240,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,739.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,787.19 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 84.96900
----------------------------------------------------------------
00030598833 MORTGAGORS: XXXXXXX XXXXX
LIKE-XXXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XX
01 CITY : HYATTSVILLE
STATE/ZIP : MD 20782
MORTGAGE AMOUNT : 279,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,462.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,096.04 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030602916 MORTGAGORS: XXXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXXX XXXXX
01 CITY : FLOWER MOUND
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 211,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 211,430.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,629.71 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 07/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 94.99800
----------------------------------------------------------------
00030603195 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX XXXXXXXX
REGION CODE ADDRESS : 0 XXXXXX XXXXX
01 CITY : CONGERS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 236,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 236,219.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,839.48 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 94.63700
----------------------------------------------------------------
00030604334 MORTGAGORS: XXXXXXXX XXXXXX
XXXXXXXX XXXX
REGION CODE ADDRESS : 00000 XXX XXXXXX XXXXXX
01 CITY : LAS VEGAS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 262,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,004.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,089.37 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 07/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 89.99600
----------------------------------------------------------------
00030605166 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 2804 XXXX COURT
01 CITY : CROFTON
STATE/ZIP : MD 21114
MORTGAGE AMOUNT : 247,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,596.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,883.08 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 94.98500
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,478,500.00 P & I AMT: 11,324.87
UPB AMT: 1,475,452.92
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 18
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030606057 MORTGAGORS: XXXX XXXXX
XXXXXX XXXX
REGION CODE ADDRESS : 00000 XXXXXXX XXXX XXXX
01 CITY : CENTREVILLE
STATE/ZIP : VA 22020
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,839.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,893.20 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030606669 MORTGAGORS: XXXXXXXXX XXXXXX
REGION CODE ADDRESS : 00-00 XXXXXXX XXXXXX
01 CITY : STONINGTON
STATE/ZIP : CT 06378
MORTGAGE AMOUNT : 160,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 159,891.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,203.53 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030607659 MORTGAGORS: XXXXXXXXXXXXXX XXXXX
XXXXXXXXXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXXX
01 CITY : ZIONSVILLE
STATE/ZIP : IN 46077
MORTGAGE AMOUNT : 327,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,632.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,601.76 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 73.15436
----------------------------------------------------------------
00030608012 MORTGAGORS: XXXXX XXXXXXXX
XXXXX XXXX
REGION CODE ADDRESS : 000 XXXXXXXX XXX
01 CITY : SANTA XXXXX
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 222,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,687.36 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 84.73200
----------------------------------------------------------------
00030609028 MORTGAGORS: XXXXXXX XXXXXXX
XXXXXXX XXXXXXX
REGION CODE ADDRESS : 000 XXX XXX XXXXX
01 CITY : MULLICA HILL
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,808.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,253.80 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 74.55200
----------------------------------------------------------------
00030609960 MORTGAGORS: XXX XXXXXX
XXX XXXXXXX
REGION CODE ADDRESS : 0 XXXXXXXXX XXXXX
01 CITY : GAITHERSBURG
STATE/ZIP : MD 20879
MORTGAGE AMOUNT : 243,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,956.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,890.81 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 94.99800
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,504,300.00 P & I AMT: 11,530.46
UPB AMT: 1,503,127.90
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 19
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030610596 MORTGAGORS: XXXXX XXXXX
XXXXX XXX
REGION CODE ADDRESS : 000 XXXXXXXX XXXX
01 CITY : COPPELL
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 217,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 217,700.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,597.41 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 94.98000
----------------------------------------------------------------
00030610711 MORTGAGORS: LEIGHTON XXXXXXX
XXXX-XXXXXXXX XXXXX
REGION CODE ADDRESS : 00000 XXXXXXXXXXX XXXXX
01 CITY : SILVER SPRING
STATE/ZIP : MD 20905
MORTGAGE AMOUNT : 226,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 226,412.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,741.98 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 94.98900
----------------------------------------------------------------
00030611552 MORTGAGORS: XXXXXXXXXXX XXXXX
XXXXXXXXXXX XXXXXXX
REGION CODE ADDRESS : 000 XXXXXX XXXXX XXXX
01 CITY : XXXXXX
STATE/ZIP : PA 18940
MORTGAGE AMOUNT : 369,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 369,401.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,714.20 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 78.71800
----------------------------------------------------------------
00030611560 MORTGAGORS: XXXXXX XXXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 000 XXXXXXX XXXX
01 CITY : OSTERVILLE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 316,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,644.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,514.24 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 73.83100
----------------------------------------------------------------
00030611891 MORTGAGORS: XXXXXXX XXXXXXXXXXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXX XXX XXXXX
01 CITY : BOOTHWYN
STATE/ZIP : PA 19061
MORTGAGE AMOUNT : 228,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,847.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,672.98 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030612402 MORTGAGORS: XXXXX XXXXX
REGION CODE ADDRESS : 000 XXXXXXXXXXX XXXX
01 CITY : GREENVILLE
STATE/ZIP : DE 19807
MORTGAGE AMOUNT : 259,322.48 OPTION TO CONVERT :
UNPAID BALANCE : 256,801.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,001.50 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 02/01/21
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 61.74344
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,617,472.48 P & I AMT: 12,242.31
UPB AMT: 1,613,807.96
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 20
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030616692 MORTGAGORS: XXXXXXXX XXXX
XXXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXX
01 CITY : FAIRFAX STATION
STATE/ZIP : VA 22039
MORTGAGE AMOUNT : 520,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 519,676.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,952.38 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 55.61400
----------------------------------------------------------------
00030616825 MORTGAGORS: XXXXXXXX XXXXXXXX
XXXXXXXX XXXXXXX
REGION CODE ADDRESS : 000 XXXXXXXX XXXXX
01 CITY : NEVILLEWOOD
STATE/ZIP : PA 15142
MORTGAGE AMOUNT : 373,248.65 OPTION TO CONVERT :
UNPAID BALANCE : 369,003.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,916.00 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/25
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 79.41400
----------------------------------------------------------------
00030616924 MORTGAGORS: XXXXXXX XXXXXXX
XXXXXXX XXXXXX
REGION CODE ADDRESS : 000 XXXXXXX XXXX
01 CITY : CORAOPOLIS
STATE/ZIP : PA 15108
MORTGAGE AMOUNT : 248,469.48 OPTION TO CONVERT :
UNPAID BALANCE : 245,875.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,925.41 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 06/01/23
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 77.64600
----------------------------------------------------------------
00030617294 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : 000 XXXXX XXXXXX
01 CITY : HANOVER
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,827.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,360.10 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 89.55200
----------------------------------------------------------------
00030617328 MORTGAGORS: XXXXXXXXX XXXXXXX
XXXXX XXXXXXX
REGION CODE ADDRESS : 000 XX XXXXXXXXXXX XXXXXX
01 CITY : PORTLAND
STATE/ZIP : OR 97210
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 374,766.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,850.28 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 50.74400
----------------------------------------------------------------
00030617377 MORTGAGORS: XXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXXX
01 CITY : COLORADO SPRINGS
STATE/ZIP : CO 80919
MORTGAGE AMOUNT : 296,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,479.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,256.28 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 94.98470
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 2,113,568.13 P & I AMT: 16,260.45
UPB AMT: 2,105,630.10
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 21
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030617427 MORTGAGORS: XXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXX XXXX XXXXX
01 CITY : PLANO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 233,828.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,828.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,797.94 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 94.99900
----------------------------------------------------------------
00030618383 MORTGAGORS: MARINO XXXXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : 0 XXXXXXXX XXXX
01 CITY : WESTFORD
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 306,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,646.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,407.31 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030618565 MORTGAGORS: XXXXXXXXXX XXXXX
XXXXXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXXXX
01 CITY : CYPRESS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 247,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,683.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,855.63 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030618920 MORTGAGORS: XXXXXXX XXXXXXXXXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXX XXX
01 CITY : LAWRENCEVILLE
STATE/ZIP : GA 30243
MORTGAGE AMOUNT : 274,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,383.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,111.06 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030620694 MORTGAGORS: XXXXXX XXXXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXXX
01 CITY : TORRANCE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 249,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,272.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,853.28 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030621247 MORTGAGORS: XXXXXX XXXXXX
XXX XXXXX
REGION CODE ADDRESS : 000 XXXXX 000XX XXXXXX
01 CITY : NEPONSIT
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 230,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 230,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,829.99 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 85.18500
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,540,978.00 P & I AMT: 11,855.21
UPB AMT: 1,539,814.51
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 22
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030621296 MORTGAGORS: HAMPTON XXXXX
XXXXXXX XXX
REGION CODE ADDRESS : 000 XXXXXXXX XXXXXX
01 CITY : COSTA MESA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 334,259.76 OPTION TO CONVERT :
UNPAID BALANCE : 333,829.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,547.01 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 05/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 89.13500
----------------------------------------------------------------
00030622088 MORTGAGORS: XXXXX XXXXXX
XXXXX XXXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXXX XXXXX
01 CITY : BELVIDERE
STATE/ZIP : IL 61008
MORTGAGE AMOUNT : 506,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 506,550.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,942.23 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 74.99300
----------------------------------------------------------------
00030622344 MORTGAGORS: O'XXXXXXX XXXXX
XXXXXXXX XXXXX
REGION CODE ADDRESS : 000 XXXXXXX XXXX XXXXX
01 CITY : LANGHORNE
STATE/ZIP : PA 19047
MORTGAGE AMOUNT : 220,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 219,739.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,711.14 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 92.43600
----------------------------------------------------------------
00030622682 MORTGAGORS: XXXXX XXXXX
XXXXX XXXXX
REGION CODE ADDRESS : 00000 XXXXXXXXX XXXX
01 CITY : CERRITOS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 232,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 231,852.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,742.94 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 89.92200
----------------------------------------------------------------
00030622856 MORTGAGORS: XXXXXXX XXXXXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 0 XXXXXXX XXXXX
01 CITY : ORLEANS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 229,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,764.66 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030623029 MORTGAGORS: GUESS XXXXXX
GUESS XXXX
REGION CODE ADDRESS : 0000 XXXXX XX
01 CITY : IRVING
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 222,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,811.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,694.58 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 94.99700
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,745,559.76 P & I AMT: 13,402.56
UPB AMT: 1,744,283.50
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 23
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030623086 MORTGAGORS: DE XXXXXXX XXXXXXX
DE XXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXX XXXXXX
01 CITY : HINSDALE
STATE/ZIP : IL 60521
MORTGAGE AMOUNT : 306,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,809.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,325.82 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030623250 MORTGAGORS: XXXXXXX XXXX
XXXXXXX XXXXXXXX
REGION CODE ADDRESS : 00 XXXXXXXX XXXXX
01 CITY : WESTFORD
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 254,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,783.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,931.34 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 84.98327
----------------------------------------------------------------
00030623565 MORTGAGORS: XXXXXXXXXX XXXXXXXX
XXXXXXXXXX XXXX
REGION CODE ADDRESS : 0000 XXXXXXXXXX XXXX
01 CITY : DALLAS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 309,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,551.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,465.70 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 69.32800
----------------------------------------------------------------
00030623581 MORTGAGORS: XXXXXXX-XXXXX XXXXX
XXXXX XXXX
REGION CODE ADDRESS : 000 XXXXXXX XXXXX XXXXX
01 CITY : SEVERNA PARK
STATE/ZIP : MD 21146
MORTGAGE AMOUNT : 249,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,413.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,832.58 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 94.87100
----------------------------------------------------------------
00030623748 MORTGAGORS: XXXXXXXX XXXXXX
XXXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXXX
01 CITY : MACUNGIE
STATE/ZIP : PA 18062
MORTGAGE AMOUNT : 228,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 228,446.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,677.39 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030624233 MORTGAGORS: LUI XXXXX
XXXX MAN-SIM
REGION CODE ADDRESS : 27 BY PARK CISRCLE
01 CITY : SO SAN FRANCISCO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 338,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,239.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,572.47 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 78.98500
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,686,800.00 P & I AMT: 12,805.30
UPB AMT: 1,685,244.05
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 24
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030624514 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 00000 XXXXXXX XXXXXXXX XXX
01 CITY : ALPHARETTA
STATE/ZIP : GA 30356
MORTGAGE AMOUNT : 278,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,222.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,091.53 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030624571 MORTGAGORS: XXXXXXXXXXX XXXXXX
XXXXXXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXX XXXXX
01 CITY : OXNARD
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 228,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,440.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,753.12 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030624803 MORTGAGORS: XXXXXXXXX XXXX
XXXXXXXXX XXXXXX
REGION CODE ADDRESS : 00 XXXXXXXXXX XXXXX
01 CITY : LIVINGSTON
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 378,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 377,776.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,940.05 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030625115 MORTGAGORS: XXXXXXXXX XXXX
XXXXX XXXXXXXXXXX
REGION CODE ADDRESS : 00 XXXXXXXX XXXXXX
01 CITY : BOSTON
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 349,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,817.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,809.75 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030625453 MORTGAGORS: XXXXXX XXXXXXX
REGION CODE ADDRESS : 000 XXXX XXXXXXX XXXXX
01 CITY : FARMINGTON
STATE/ZIP : UT 84025
MORTGAGE AMOUNT : 274,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,329.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,086.40 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 82.20100
----------------------------------------------------------------
00030625719 MORTGAGORS: XXXXXXXXX XXX
BRESEWILL XXXX
REGION CODE ADDRESS : 0000 XXXXXXXXX XXXXXX
01 CITY : HOUSTON
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 502,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 501,357.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,771.36 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 2,010,100.00 P & I AMT: 15,452.21
UPB AMT: 2,007,944.06
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 25
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030625891 MORTGAGORS: XXXXXXXX XXXXXX
XXXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXX XXXX
01 CITY : MENDOTA HEIGHTS
STATE/ZIP : MN 55118
MORTGAGE AMOUNT : 223,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,250.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,677.21 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030626204 MORTGAGORS: EKMAN XXXXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 000 XXXXXX XXXXXX
01 CITY : XXXX ELLYN
STATE/ZIP : IL 60137
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,856.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,966.76 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 50.00000
----------------------------------------------------------------
00030626345 MORTGAGORS: XXXXXX XXXXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : 0 XXXXXXXX XXXXXX
01 CITY : XXX HILLS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 223,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,124.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,776.28 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030626774 MORTGAGORS: XXXXXXX XXXXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 000 XXXXXXXXX XXXXX
01 CITY : XXXXXX
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 304,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 304,386.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,236.52 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030627004 MORTGAGORS: XXXX XXXXXXX
XXXX XXXXX
REGION CODE ADDRESS : 00 XXXXX XX
01 CITY : EDGARTOWN
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 472,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 471,260.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,883.03 OUTSIDE CONV DATE :
LIFETIME RATE : 9.25000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 9.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030627509 MORTGAGORS: XXXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXXX
01 CITY : SUNNYVALE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 247,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,675.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,833.97 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 59.95100
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,720,300.00 P & I AMT: 13,373.77
UPB AMT: 1,718,553.24
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 26
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030627715 MORTGAGORS: XXXXXXX XXXXXXX
XXXXXXX XXXXXXXXX
REGION CODE ADDRESS : 0 XXXX XXXXX
01 CITY : PARK RIDGE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,834.41 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 62.81400
----------------------------------------------------------------
00030627731 MORTGAGORS: XXXXX XXXXXX
XXXXX XXXXX
REGION CODE ADDRESS : 00 XXXXX XXXXXX
01 CITY : WEST ORANGE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 213,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 213,630.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,700.70 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030627798 MORTGAGORS: XXXXXXXX XXXXXX
XXXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXX XXXXX
01 CITY : ANNAPOLIS
STATE/ZIP : MD 21401
MORTGAGE AMOUNT : 396,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 396,240.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,944.00 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 87.14200
----------------------------------------------------------------
00030627913 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX XXXX
REGION CODE ADDRESS : 0000 XXXXX XXXXXXXX XXXXXX
01 CITY : ARLINGTON
STATE/ZIP : VA 22205
MORTGAGE AMOUNT : 257,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,672.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,869.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030628077 MORTGAGORS: XXXXXXXXX XXXXXXX
XXXXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXX XXXXXXXXXX XXXXXX
01 CITY : CHICAGO
STATE/ZIP : IL 60637
MORTGAGE AMOUNT : 308,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,368.25 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030628085 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 00000 XXXXXXX XXXXXXX XXXXX
01 CITY : FAIRFAX STATION
STATE/ZIP : VA 22039
MORTGAGE AMOUNT : 377,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 377,040.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,735.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.88500
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,803,400.00 P & I AMT: 13,452.65
UPB AMT: 1,802,583.68
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 27
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030628259 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 5332 XXXX XXXXX WILLOW
01 CITY : GLENDALE
STATE/ZIP : AZ 85310
MORTGAGE AMOUNT : 232,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,359.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,787.73 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00030628333 MORTGAGORS: XXXXX XXX
XXXXX DARA
REGION CODE ADDRESS : 0000 XXXXX XXXXX XXXXX
01 CITY : LAS VEGAS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 231,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 231,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,735.43 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 38.18100
----------------------------------------------------------------
00030628374 MORTGAGORS: XXXXXXXXXX XXXXXXX
XXXXXXXXXX XXXXXX
REGION CODE ADDRESS : 9 SASQUA TRAIL
01 CITY : WESTON
STATE/ZIP : CT 06883
MORTGAGE AMOUNT : 438,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 438,497.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,451.65 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030628465 MORTGAGORS: XXXXX XXXXXX
XXXXX XXXX
REGION CODE ADDRESS : 00 XXXXXXXXXX XXXXX
01 CITY : MANSFIELD
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,804.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,674.78 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 75.55500
----------------------------------------------------------------
00030628648 MORTGAGORS: XXXXXX XXXXX
XXXXXX MATILDA
REGION CODE ADDRESS : 000 XXXXX XXXXXXXX XX.
01 CITY : EASTPOINT
STATE/ZIP : FL 32328
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,802.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,005.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030628739 MORTGAGORS: XXXX XXXXXXXXX
XXXX XXXX
REGION CODE ADDRESS : 000 XXXXX XXXX
01 CITY : WESTWOOD
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,859.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,989.11 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 79.36508
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,772,250.00 P & I AMT: 13,644.66
UPB AMT: 1,771,323.32
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 28
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030628846 MORTGAGORS: XXX XXXXX
XXX XXXXXXX
REGION CODE ADDRESS : 000 X XXXXXXX
00 XXXX : PALANTINE
STATE/ZIP : IL 60067
MORTGAGE AMOUNT : 220,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 220,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,691.61 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 69.29100
----------------------------------------------------------------
00030629323 MORTGAGORS: XXXXXXX XXXXX
XXXXX-XXXXXXX XXXXX
REGION CODE ADDRESS : 000 XXXXX XXXXXX XXXX
01 CITY : YARDLEY
STATE/ZIP : PA 19067
MORTGAGE AMOUNT : 227,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,055.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,706.88 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030629745 MORTGAGORS: XXXXXXX XXXXXX
XXXXXXX XXXX
REGION CODE ADDRESS : 000 XXXXX XXXX XXXX
01 CITY : HUNTINGTON
STATE/ZIP : MD 20639
MORTGAGE AMOUNT : 213,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 213,250.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,564.75 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 87.39700
----------------------------------------------------------------
00030629778 MORTGAGORS: XXXXXX XXXXXXXX
REGION CODE ADDRESS : 000 XXXXX XXXX XXXXXXX
01 CITY : XXXXXX
STATE/ZIP : GA 30075
MORTGAGE AMOUNT : 229,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,777.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,870.55 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030629935 MORTGAGORS: EMS XXXXX
EMS XXXXXXX
REGION CODE ADDRESS : 00 XXXXX XXXX
01 CITY : VOORHEES
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 234,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 234,450.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,762.47 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 94.97900
----------------------------------------------------------------
00030630073 MORTGAGORS: KELLER JOHN
REGION CODE ADDRESS : 120 OLD COUNTY ROAD
01 CITY : TRURO
STATE/ZIP : MA 02666
MORTGAGE AMOUNT : 335,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 335,530.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,492.94 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 85.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,460,700.00 P & I AMT: 11,089.20
UPB AMT: 1,460,063.55
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 29
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030630453 MORTGAGORS: KANOFF MARK
KANOFF EVE
REGION CODE ADDRESS : 59 ETTL ROAD
01 CITY : PRINCETON
STATE/ZIP : NJ 08540
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 499,326.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,668.83 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 75.50100
----------------------------------------------------------------
00030630479 MORTGAGORS: MURPHY MICHAEL
MURPHY ELLEN
REGION CODE ADDRESS : 15 BUCHANAN ROAD
01 CITY : BALTIMORE
STATE/ZIP : MD 21212
MORTGAGE AMOUNT : 328,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,464.16 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030630495 MORTGAGORS: HUTCHISON STEPHEN
HUTCHISON REBECCA
REGION CODE ADDRESS : 434 KINGS CROWN ROAD
01 CITY : BRECKENRIDGE
STATE/ZIP : CO 80421
MORTGAGE AMOUNT : 311,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,111.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,367.63 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 89.98900
----------------------------------------------------------------
00030630503 MORTGAGORS: BIVANS DAVID
BIVANS LAURA
REGION CODE ADDRESS : 19 TURKEY FOOT CT
01 CITY : DARNESTOWN
STATE/ZIP : MD 20878
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,818.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,981.17 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 47.36800
----------------------------------------------------------------
00030630602 MORTGAGORS: DEMEN TIMOTEO
DEMEN NERLINA
REGION CODE ADDRESS : 6 DEAN GALLO COURT
01 CITY : PARSIPPANY TOWNSHIP
STATE/ZIP : NJ 07950
MORTGAGE AMOUNT : 239,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,562.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,885.73 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030630628 MORTGAGORS: TREMBATH KELLY
TREMBATH ROBIN
REGION CODE ADDRESS : 2901 TAKENS COURT
01 CITY : PLEASANTON
STATE/ZIP : CA 94588
MORTGAGE AMOUNT : 507,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 506,826.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,810.05 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 2,156,350.00 P & I AMT: 16,177.57
UPB AMT: 2,154,645.70
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 30
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030630693 MORTGAGORS: STEPHENS HAROLD
STEPHENS ROSALINDA
REGION CODE ADDRESS : 5116 EL JARDIN CIRCLE
01 CITY : HARLINGEN
STATE/ZIP : TX 78552
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 419,476.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,192.30 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 74.33600
----------------------------------------------------------------
00030630727 MORTGAGORS: NEIDERMAN GEORGE
NEIDERMAN LAURIE
REGION CODE ADDRESS : 9 TAIN DRIVE
01 CITY : GREAT NECK
STATE/ZIP : NY 11021
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,274.68 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 84.93100
----------------------------------------------------------------
00030630859 MORTGAGORS: DIETZ BERNARD
DIETZ CATHERINE
REGION CODE ADDRESS : 12100 MOUNTAIN ROAD
01 CITY : LOVETTSVILLE
STATE/ZIP : VA 22080
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,989.12 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 55.55500
----------------------------------------------------------------
00030631311 MORTGAGORS: CURWIN JAY
CURWIN MELISSA
REGION CODE ADDRESS : 14 EAST COVE LANE
01 CITY : MORRIS TOWNSHIP
STATE/ZIP : NJ 07960
MORTGAGE AMOUNT : 431,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 430,958.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,430.83 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030631352 MORTGAGORS: JONES JACK
JONES LISA
REGION CODE ADDRESS : 2822 21ST AVENUE COURT, NW
01 CITY : GIG HARBOR
STATE/ZIP : WA 98335
MORTGAGE AMOUNT : 222,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,464.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,673.45 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 89.98600
----------------------------------------------------------------
00030631410 MORTGAGORS: ROBINSON MICHAEL
REGION CODE ADDRESS : 1625 DITMAS AVENUE
01 CITY : BROOKLYN
STATE/ZIP : NY 11226
MORTGAGE AMOUNT : 382,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 382,274.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,975.05 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 2,016,450.00 P & I AMT: 15,535.43
UPB AMT: 2,015,173.44
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 31
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030631428 MORTGAGORS: FLANZMAN RICHARD
LAUFER ILENE
REGION CODE ADDRESS : 18 KERSHNER PLACE
01 CITY : FAIR LAWN
STATE/ZIP : NJ 07410
MORTGAGE AMOUNT : 253,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,446.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,949.97 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030631485 MORTGAGORS: SCURRY BRIAN
SCURRY M.
REGION CODE ADDRESS : 10626 MIRA LAGO TERRACE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92131
MORTGAGE AMOUNT : 284,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,873.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,158.99 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030631519 MORTGAGORS: VAN ORDEN JAMES
VAN ORDEN DEBRA
REGION CODE ADDRESS : 366 LAKEVIEW AVENUE
01 CITY : RIDGEWOOD
STATE/ZIP : NJ 07456
MORTGAGE AMOUNT : 257,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,250.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,046.80 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00030631675 MORTGAGORS: DEPUY MARK
DEPUY LUCILLE
REGION CODE ADDRESS : 13 CLEAR SPRINGS COURT
01 CITY : SUGAR LAND
STATE/ZIP : TX 77479
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,631.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,163.65 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030631873 MORTGAGORS: DOUGLAS LUCIUS
DOUGLAS JENNIFER
REGION CODE ADDRESS : 9100 SILVERUN COURT
01 CITY : FAIRFAX STATION
STATE/ZIP : VA 22039
MORTGAGE AMOUNT : 272,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,951.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,045.70 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 94.99800
----------------------------------------------------------------
00030631956 MORTGAGORS: MA LEON
MA LISA
REGION CODE ADDRESS : 3588 SUNNYLAKE COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95117
MORTGAGE AMOUNT : 311,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,996.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,310.66 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,666,400.00 P & I AMT: 12,675.77
UPB AMT: 1,665,149.19
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 32
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030631998 MORTGAGORS: MATHEWS MICHAEL
REGION CODE ADDRESS : 18 PRINCETON PLACE
01 CITY : MONTCLAIR
STATE/ZIP : NJ 07043
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,811.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,223.75 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030632269 MORTGAGORS: IMBURGIA THOMAS
IMBURGIA DAWN
REGION CODE ADDRESS : 1408 SHAW
01 CITY : NAPERSVILLE
STATE/ZIP : IL 60564
MORTGAGE AMOUNT : 261,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,849.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,053.29 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030632277 MORTGAGORS: GRAY RICHARD
GRAY THELMA
REGION CODE ADDRESS : 2682 SEQUOIA WAY
01 CITY : PRINCE FREDERICK
STATE/ZIP : MD 20678
MORTGAGE AMOUNT : 254,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,907.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,865.60 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030632319 MORTGAGORS: ZAHREBELSKI GEORGE
ZAHREBELSKI JULIE
REGION CODE ADDRESS : 1455 FALCON LANE
01 CITY : HOFFMAN ESTATES
STATE/ZIP : IL 60192
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,575.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,163.43 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 76.38888
----------------------------------------------------------------
00030632517 MORTGAGORS: GIAMBRONE ROBERT
GIAMBRONE DEBORAH
REGION CODE ADDRESS : 12800 NEW PARKLAND DR
01 CITY : HERNDON
STATE/ZIP : VA 20171
MORTGAGE AMOUNT : 293,717.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,534.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,232.47 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 94.99300
----------------------------------------------------------------
00030632608 MORTGAGORS: WOLLITZ CRAIG
WOLLITZ MICHELE
REGION CODE ADDRESS : 1322 AVENIDA OFELITA
01 CITY : EL CAJON
STATE/ZIP : CA 92019
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,860.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,221.23 OUTSIDE CONV DATE :
LIFETIME RATE : 9.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.25000 PRODUCT CODE : 002
LTV : 73.97200
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,649,967.00 P & I AMT: 12,759.77
UPB AMT: 1,648,538.20
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 33
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030632871 MORTGAGORS: WEISSENBUEHLER MATTHEW
WEISSENBUEHLER ANNELL
REGION CODE ADDRESS : 10142 STONERIDGE TERRACE
01 CITY : PARKER
STATE/ZIP : CO 80134
MORTGAGE AMOUNT : 223,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,114.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,716.60 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030632905 MORTGAGORS: HENDERSON HENRY
HENDERSON CHERYL
REGION CODE ADDRESS : 43 CHAPITAL
01 CITY : SAN CLEMENTE
STATE/ZIP : CA 92672
MORTGAGE AMOUNT : 222,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,054.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,649.83 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 94.99700
----------------------------------------------------------------
00030632970 MORTGAGORS: ASHMORE PERRYN
ASHMORE BOBBIE
REGION CODE ADDRESS : 4300 MISSION COURT
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22310
MORTGAGE AMOUNT : 308,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,132.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,209.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.99014
----------------------------------------------------------------
00030633069 MORTGAGORS: MC CLEERY ROBERT
MC CLEERY CYNTHIA
REGION CODE ADDRESS : 9 MARRIOTT DRIVE
01 CITY : LUMBERTON
STATE/ZIP : NJ 08060
MORTGAGE AMOUNT : 272,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,282.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,000.61 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030633226 MORTGAGORS: SALMASI HAMID
KHALILI LADAN
REGION CODE ADDRESS : 30 CAMEO DRIVE
01 CITY : RICHBORO
STATE/ZIP : PA 18954
MORTGAGE AMOUNT : 224,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,845.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,624.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030633259 MORTGAGORS: LEW DANIEL
LEW FIONA
REGION CODE ADDRESS : 6 COACHLAMP LANE
01 CITY : DARIEN
STATE/ZIP : CT 06820
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,539.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,704.56 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,610,450.00 P & I AMT: 11,904.82
UPB AMT: 1,608,969.82
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 34
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030633267 MORTGAGORS: KREHEL JOHN
KREHEL PAULA
REGION CODE ADDRESS : 1249 LOIS ROAD
01 CITY : AMBLER
STATE/ZIP : PA 19002
MORTGAGE AMOUNT : 257,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,888.71 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 79.99300
----------------------------------------------------------------
00030633341 MORTGAGORS: GARCIA JULIAN
GARCIA LIGIA
REGION CODE ADDRESS : 2398 GILLINGHAM CIRCLE
01 CITY : THOUSAND OAKS
STATE/ZIP : CA 91362
MORTGAGE AMOUNT : 270,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,344.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,009.94 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 94.99900
----------------------------------------------------------------
00030633465 MORTGAGORS: LOGSTON JACK
REGION CODE ADDRESS : 745 MILFORD-MT. PLEASANT ROAD
01 CITY : MILFORD
STATE/ZIP : NJ 08848
MORTGAGE AMOUNT : 224,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 224,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,742.25 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030633523 MORTGAGORS: SEIDMAN GLEN
SEIDMAN JANICE
REGION CODE ADDRESS : 212 TEINITY
01 CITY : IRVINE
STATE/ZIP : CA 92714
MORTGAGE AMOUNT : 422,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 422,163.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,360.80 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030633655 MORTGAGORS: MCCORMICK JOSEPH
MCCORMICK SALLIE
REGION CODE ADDRESS : 4 GLENBROOKE CIRCLE EAST
01 CITY : RICHMOND
STATE/ZIP : VA 23229
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,821.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,951.82 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030633705 MORTGAGORS: LEONE FREDERICK
LEONE PATRICIA
REGION CODE ADDRESS : 56 THADFORD STREET
01 CITY : EAST NORTHPORT
STATE/ZIP : NY 11731
MORTGAGE AMOUNT : 228,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,865.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,773.37 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,668,500.00 P & I AMT: 12,726.89
UPB AMT: 1,667,594.73
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 35
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030634356 MORTGAGORS: COOK ROBERT
COOK JANINE
REGION CODE ADDRESS : 3379 S. 17TH AVENUE
01 CITY : YUMA
STATE/ZIP : AZ 85364
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,306.74 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 94.39200
----------------------------------------------------------------
00030634596 MORTGAGORS: TSANG SIU
TSANG SUSAN
REGION CODE ADDRESS : 14689 SOBEY OAKS COURT
01 CITY : SARATOGA
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,474.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,969.99 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 29.62900
----------------------------------------------------------------
00030634778 MORTGAGORS: SHUCK JOHN
SHUCK GINA
REGION CODE ADDRESS : 811 OAK RIDGE ROAD
01 CITY : ROSEMONT
STATE/ZIP : PA 19010
MORTGAGE AMOUNT : 348,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,583.89 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030634802 MORTGAGORS: MANN ARNOLD
REGION CODE ADDRESS : 89 DEERFIELD RD
01 CITY : SHARON
STATE/ZIP : MA 02067
MORTGAGE AMOUNT : 220,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 220,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,737.04 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 94.96700
----------------------------------------------------------------
00030634927 MORTGAGORS: SARNECKI ROY
REGION CODE ADDRESS : 770 STEVENS CIRCLE
01 CITY : PAGOSA SPRINGS
STATE/ZIP : CO 81147
MORTGAGE AMOUNT : 216,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 216,080.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,644.42 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 83.21100
----------------------------------------------------------------
00030635007 MORTGAGORS: CARANCI THOMAS
CARANCI LISA
REGION CODE ADDRESS : 619 ROYAL LANE
01 CITY : SOUTHLAKE
STATE/ZIP : TX 76092
MORTGAGE AMOUNT : 236,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 236,349.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,776.75 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 89.98300
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,721,650.00 P & I AMT: 13,018.83
UPB AMT: 1,720,704.21
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 36
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030635494 MORTGAGORS: MCGLOTHLIN STEVEN
MCGLOTHLIN HELEN
REGION CODE ADDRESS : 8989 BAY BREEZE LANE
01 CITY : INDIANAPOLIS
STATE/ZIP : IN 46236
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,840.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,029.94 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 72.32800
----------------------------------------------------------------
00030635551 MORTGAGORS: KUIAVA TIMOTHY
KUIAVA GAIL
REGION CODE ADDRESS : 1341 CASA DEL REY CT.
01 CITY : LAS VEGAS
STATE/ZIP : NV 89117
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,809.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,422.08 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00030635643 MORTGAGORS: BATES ALBERT
BATES KAREN
REGION CODE ADDRESS : 2472 MONTGOMERY AVENUE
01 CITY : ENCINITAS
STATE/ZIP : CA 92007
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,777.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,524.50 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 57.23900
----------------------------------------------------------------
00030636005 MORTGAGORS: KUPFER LAWRENCE
KUPFER JOAN
REGION CODE ADDRESS : 50 FAIR HILL ROAD
01 CITY : WESTFIELD
STATE/ZIP : NJ 07090
MORTGAGE AMOUNT : 356,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 356,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,550.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030636054 MORTGAGORS: ANZUR JOHN
ANZUR BEATRICE
REGION CODE ADDRESS : 961 LOVETT ROAD
01 CITY : COLTS NECK
STATE/ZIP : NJ 07722
MORTGAGE AMOUNT : 487,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 486,704.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,744.61 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 79.18600
----------------------------------------------------------------
00030636120 MORTGAGORS: CAMBRA TERRI
REGION CODE ADDRESS : 44273 GINGHAMSBURG PLACE
01 CITY : ASHBURN
STATE/ZIP : VA 20147
MORTGAGE AMOUNT : 217,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 217,028.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,727.74 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 94.99500
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,979,150.00 P & I AMT: 14,999.30
UPB AMT: 1,978,160.04
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 37
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030636864 MORTGAGORS: FOLCHI WILLIAM
FOLCHI FRANCES
REGION CODE ADDRESS : 1204 SNOWBERRY DRIVE
01 CITY : GOLDEN
STATE/ZIP : CO 80401
MORTGAGE AMOUNT : 504,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 503,694.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,875.33 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030637201 MORTGAGORS: CAPOZZA VINCENT
CAPOZZA MARY
REGION CODE ADDRESS : 6801 DORSEY RD
01 CITY : LAYTONSVILLE
STATE/ZIP : MD 20882
MORTGAGE AMOUNT : 225,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 225,013.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,731.21 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030637656 MORTGAGORS: LOWEN LYNNE
REGION CODE ADDRESS : 4 ARROWHEAD DRIVE
01 CITY : BRANCHBURG TOWNSHIP
STATE/ZIP : NJ 08876
MORTGAGE AMOUNT : 269,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,456.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,193.56 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030638233 MORTGAGORS: CARNEY JOHN
CARNEY JILL
REGION CODE ADDRESS : 2442 ARCTIC FOX WAY
01 CITY : RESTON
STATE/ZIP : VA 22090
MORTGAGE AMOUNT : 256,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,095.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,859.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 94.99900
----------------------------------------------------------------
00030638282 MORTGAGORS: KARLSSON PAUL
ZHAO LIPING
REGION CODE ADDRESS : 2304 CHESHIRE LANE
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22307
MORTGAGE AMOUNT : 294,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,302.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,160.94 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030638332 MORTGAGORS: EASLEY STANFORD
EASLEY KARIN
REGION CODE ADDRESS : 4961 BROOKTURN
01 CITY : SAN DIEGO
STATE/ZIP : CA 92130
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,820.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,041.87 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 89.65101
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,824,700.00 P & I AMT: 13,862.36
UPB AMT: 1,823,383.14
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 38
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030638373 MORTGAGORS: HASHMI ASIF
HASHMI SHAZIA
REGION CODE ADDRESS : 37 SHEURMAN TERRACE
01 CITY : WARREN (GREEN BROOK TOWNS
STATE/ZIP : NJ 07059
MORTGAGE AMOUNT : 383,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 382,957.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,016.21 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030638381 MORTGAGORS: BOGINSKY JULYA
BOGINSKY ARTHUR
REGION CODE ADDRESS : 62 WEST 62ND STREET
01 CITY : NEW YORK
STATE/ZIP : NY 10023
MORTGAGE AMOUNT : 315,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,544.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,513.45 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030639322 MORTGAGORS: JACKSON DARRYL
JACKSON PATRICIA
REGION CODE ADDRESS : 209 BIG LEAF CIRCLE
01 CITY : COLUMBIA
STATE/ZIP : SC 29229
MORTGAGE AMOUNT : 209,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 209,045.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,609.34 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 94.95500
----------------------------------------------------------------
00030639942 MORTGAGORS: SPORN JAY
SPORN ROBIN
REGION CODE ADDRESS : 14 BUCKINGHAM DRIVE
01 CITY : HOLBROOK
STATE/ZIP : NY 11741
MORTGAGE AMOUNT : 242,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,456.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,886.92 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 89.98500
----------------------------------------------------------------
00030640007 MORTGAGORS: MALM ROYCE
MALM ENID
REGION CODE ADDRESS : 5905 IRONWOOD ST.
01 CITY : RANCHO PALOS VERDES
STATE/ZIP : CA 90275
MORTGAGE AMOUNT : 271,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,992.17 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 78.69500
----------------------------------------------------------------
00030640395 MORTGAGORS: KELLY EUGENE
KELLY MARY
REGION CODE ADDRESS : 808 HUBBARD LANE
01 CITY : SEVERN
STATE/ZIP : MD 21144
MORTGAGE AMOUNT : 224,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 224,353.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,666.91 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 89.97900
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,647,200.00 P & I AMT: 12,685.00
UPB AMT: 1,645,857.11
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 39
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030640429 MORTGAGORS: MUTOMBO DIKEMBE
REGION CODE ADDRESS : 545 GRAMERCY DRIVE
01 CITY : MARIETTA
STATE/ZIP : GA 30068
MORTGAGE AMOUNT : 586,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 585,720.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,929.93 OUTSIDE CONV DATE :
LIFETIME RATE : 9.50000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 9.50000 PRODUCT CODE : 002
LTV : 71.93800
----------------------------------------------------------------
00030640494 MORTGAGORS: POSTON DONALD
POSTON MARY
REGION CODE ADDRESS : # 1 CAMINO DE MILAGRO
01 CITY : TESUQUE
STATE/ZIP : NM 87574
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,594.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,470.24 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 54.34700
----------------------------------------------------------------
00030640569 MORTGAGORS: JUMAN SAFOORA
REGION CODE ADDRESS : 82-53 249 STREET
01 CITY : BELLROSE
STATE/ZIP : NY 11426
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,708.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,140.30 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030640593 MORTGAGORS: CARROLL CLYDE
CARROLL BECKY
REGION CODE ADDRESS : 2818 WATSON COURT
01 CITY : FAIRFIELD
STATE/ZIP : CA 94533
MORTGAGE AMOUNT : 228,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 228,304.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,716.27 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 94.70400
----------------------------------------------------------------
00030640635 MORTGAGORS: CASTILLO VENTURO
CASTILLO TERESA
REGION CODE ADDRESS : 9803 AVENIDA RICARDO
01 CITY : SPRING VALLEY
STATE/ZIP : CA 91977
MORTGAGE AMOUNT : 217,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 217,368.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,672.39 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 87.34900
----------------------------------------------------------------
00030640668 MORTGAGORS: HARRISON CHARLES
HARRISON ESTHER
REGION CODE ADDRESS : 1574 ASHEFORDE DRIVE
01 CITY : MARIETTA
STATE/ZIP : GA 30068
MORTGAGE AMOUNT : 300,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,848.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,201.66 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 70.60000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,923,300.00 P & I AMT: 15,130.79
UPB AMT: 1,921,545.05
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 40
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030640684 MORTGAGORS: KASAI GARY
KASAI ANDREA
REGION CODE ADDRESS : 9840 SUMMERSET COURT
01 CITY : GRANITE BAY
STATE/ZIP : CA 95746
MORTGAGE AMOUNT : 240,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,822.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,846.55 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 94.98200
----------------------------------------------------------------
00030640700 MORTGAGORS: WRIGHT DOUGLAS
WRIGHT JULIANNE
REGION CODE ADDRESS : 5970 CORTE ESPADA
01 CITY : PLEASANTON
STATE/ZIP : CA 94588
MORTGAGE AMOUNT : 227,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 226,905.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,705.75 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030640742 MORTGAGORS: IPPOLITO CHARLES
IPPOLITO KIM
REGION CODE ADDRESS : 6961 MORGAN CIRCLE
01 CITY : VICTOR
STATE/ZIP : NY 14564
MORTGAGE AMOUNT : 226,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 226,450.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,781.49 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 94.98700
----------------------------------------------------------------
00030641278 MORTGAGORS: ALEXANDRE SERGE
REGION CODE ADDRESS : 10969 BAL HARBOUR DRIVE
01 CITY : BOCA RATON
STATE/ZIP : FL 33498
MORTGAGE AMOUNT : 247,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,854.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,921.15 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 89.82100
----------------------------------------------------------------
00030641674 MORTGAGORS: ROSENBERG JOEL
ROSENBERG LYNN
REGION CODE ADDRESS : 13166 LADYBANK LANE
01 CITY : HERNDON
STATE/ZIP : VA 20171
MORTGAGE AMOUNT : 230,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 230,595.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,693.17 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 94.95800
----------------------------------------------------------------
00030641724 MORTGAGORS: WOOLLEY STEPHEN
WOOLLEY JUDITH
REGION CODE ADDRESS : 21 KLINGEN GATE DRIVE
01 CITY : CASTLE ROCK
STATE/ZIP : CO 80104
MORTGAGE AMOUNT : 230,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,860.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,768.50 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 82.17220
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,401,400.00 P & I AMT: 10,716.61
UPB AMT: 1,400,487.38
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 41
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030641732 MORTGAGORS: PYLE HARRY
PYLE FIONA
REGION CODE ADDRESS : 12721 S.E. 25TH PLACE
01 CITY : BELLEVUE
STATE/ZIP : WA 98005
MORTGAGE AMOUNT : 228,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,865.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,773.36 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030642045 MORTGAGORS: BIANCHI ROBERT
REGION CODE ADDRESS : 11 NEUCHATEL LANE
01 CITY : FAIRPORT
STATE/ZIP : NY 14450
MORTGAGE AMOUNT : 318,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,401.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,421.60 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030642300 MORTGAGORS: COFFEY JOHN
RYAN THERESE
REGION CODE ADDRESS : 1592 LUPINE DEN COURT
01 CITY : VIENNA
STATE/ZIP : VA 22182
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,759.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,537.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 66.13300
----------------------------------------------------------------
00030642516 MORTGAGORS: ERLIJMAN RUBEN
ERLIJMAN VIRGINIA
REGION CODE ADDRESS : 11 PLYMOUTH COURT
01 CITY : BERNARDS
STATE/ZIP : NJ 07920
MORTGAGE AMOUNT : 239,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,904.77 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030642672 MORTGAGORS: FLYNN ROBERT
KAPHEIM ALICIA
REGION CODE ADDRESS : 318 HALE STREET
01 CITY : PENNINGTON
STATE/ZIP : NJ 08534
MORTGAGE AMOUNT : 218,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 218,157.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,797.55 OUTSIDE CONV DATE :
LIFETIME RATE : 9.25000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 9.25000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030642722 MORTGAGORS: HANSEN PAUL
HANSEN SHARI
REGION CODE ADDRESS : 7 WINDY HILL COURT
01 CITY : SUNFISH LAKE
STATE/ZIP : MN 55120
MORTGAGE AMOUNT : 475,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 474,719.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,694.51 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 76.61200
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,829,500.00 P & I AMT: 14,129.54
UPB AMT: 1,828,303.57
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 42
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030642748 MORTGAGORS: LIVNAH GIL
LIVNAH MARGARET
REGION CODE ADDRESS : 1335 HOPKINS AVENUE
01 CITY : PALO ALTO
STATE/ZIP : CA 94301
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,797.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,470.24 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 67.70800
----------------------------------------------------------------
00030644090 MORTGAGORS: TAECKER KEVIN
TAECKER BARBARA
REGION CODE ADDRESS : 4442 ELLICOTT STREET N.W.
01 CITY : WASHINGTON
STATE/ZIP : DC 20016
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,699.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,045.43 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 79.77900
----------------------------------------------------------------
00030644314 MORTGAGORS: APONTE MARCO
APONTE LOUANNE
REGION CODE ADDRESS : 6437 ADEN LANE
01 CITY : AUSTIN
STATE/ZIP : TX 78749
MORTGAGE AMOUNT : 224,901.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,710.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,689.61 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/25
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 86.65400
----------------------------------------------------------------
00030644330 MORTGAGORS: FORT JOHN
FORT JANE
REGION CODE ADDRESS : 43936 TAVERN DRIVE
01 CITY : ASHBURN
STATE/ZIP : VA 22011
MORTGAGE AMOUNT : 233,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,447.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,734.48 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030644744 MORTGAGORS: BAILEY JOYCE
REGION CODE ADDRESS : 7810 14TH STREET NW
01 CITY : WASHINGTON
STATE/ZIP : DC 20012
MORTGAGE AMOUNT : 261,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,091.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,008.79 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030644918 MORTGAGORS: RIGGS ELIZABETH
REGION CODE ADDRESS : 19018 CATTAIL LANE
01 CITY : POOLESVILLE
STATE/ZIP : MD 20837
MORTGAGE AMOUNT : 287,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,599.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,214.09 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 76.78600
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,592,701.00 P & I AMT: 12,162.64
UPB AMT: 1,589,346.50
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 43
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030645022 MORTGAGORS: POON ORSON
LUI MARGI
REGION CODE ADDRESS : 25379 BUCKEYE DRIVE
01 CITY : CASTRO VALLEY
STATE/ZIP : CA 94552
MORTGAGE AMOUNT : 293,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,813.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,201.22 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 78.21000
----------------------------------------------------------------
00030645048 MORTGAGORS: NAEFE RANDY
WURSTER-NAEFE LEEANN
REGION CODE ADDRESS : 6706 KINGS MILL COURT
01 CITY : FREDERICK
STATE/ZIP : MD 21702
MORTGAGE AMOUNT : 229,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,203.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,723.03 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 94.99800
----------------------------------------------------------------
00030645220 MORTGAGORS: COCKLIN STEPHEN
COCKLIN ANNE
REGION CODE ADDRESS : 15660 LANCASTER FARM RD.
01 CITY : ROCK POINT
STATE/ZIP : MD 20682
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,810.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,993.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 73.33300
----------------------------------------------------------------
00030645261 MORTGAGORS: O'DONOVAN MICHAEL
O'DONOVAN REBECCA
REGION CODE ADDRESS : 4138 FULTON AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 91423
MORTGAGE AMOUNT : 388,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 387,758.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,949.09 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030645287 MORTGAGORS: FOGELMAN LIONEL
FOGELMAN SYLVIA
REGION CODE ADDRESS : 1225 BEVERLY GREEN DRIVE
01 CITY : BEVERLY HILLS
STATE/ZIP : CA 90212
MORTGAGE AMOUNT : 483,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 483,528.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,849.34 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 71.14705
----------------------------------------------------------------
00030645469 MORTGAGORS: SALVATORE STEVEN
SALVATORE TAMRA
REGION CODE ADDRESS : 2919 PARK LAWN CT
01 CITY : HERNDON
STATE/ZIP : VA 20171
MORTGAGE AMOUNT : 244,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,998.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,855.72 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,913,300.00 P & I AMT: 14,572.35
UPB AMT: 1,912,113.49
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 44
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030645543 MORTGAGORS: GEE VAN
TIE-GEE JOSEPHINE
REGION CODE ADDRESS : 5639 BOULDER CANYON DRIVE
01 CITY : CASTRO VALLEY
STATE/ZIP : CA 94546
MORTGAGE AMOUNT : 340,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 340,432.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,559.20 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 74.99700
----------------------------------------------------------------
00030645873 MORTGAGORS: LONG THOMAS
REGION CODE ADDRESS : 103 WEST CAMDEN FOREST DRIVE
01 CITY : CARY
STATE/ZIP : NC 27511
MORTGAGE AMOUNT : 297,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,287.52 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 89.99800
----------------------------------------------------------------
00030645881 MORTGAGORS: BYERS ROBERT
BYERS JANET
REGION CODE ADDRESS : 661 BIRDSONG LANE
01 CITY : CARMEL
STATE/ZIP : IN 46032
MORTGAGE AMOUNT : 356,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 356,172.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,677.52 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030645964 MORTGAGORS: HURST JOHN
SWENSON JENNIFER
REGION CODE ADDRESS : 4092 AVELLANO DRIVE
01 CITY : EL DORADO HILLS
STATE/ZIP : CA 95762
MORTGAGE AMOUNT : 262,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,241.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,017.63 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 94.99200
----------------------------------------------------------------
00030645980 MORTGAGORS: HEWITT JOE
HEWITT DAWN
REGION CODE ADDRESS : 21214 PUMILA COURT
01 CITY : CORNELIUS
STATE/ZIP : NC 28031
MORTGAGE AMOUNT : 243,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,856.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,890.03 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 89.98900
----------------------------------------------------------------
00030646087 MORTGAGORS: BOWER WHITNEY
HACKETT VICTORIA
REGION CODE ADDRESS : 70 MOUNT VERNON STREER, UNIT 1B-70
01 CITY : BOSTON
STATE/ZIP : MA 02108
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 439,726.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,344.32 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 79.85400
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,939,950.00 P & I AMT: 14,776.22
UPB AMT: 1,938,929.58
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 45
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030646376 MORTGAGORS: NORDGREN DONALD
NORDGREN MELODY
REGION CODE ADDRESS : 3851 BANCROFT LANE
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22312
MORTGAGE AMOUNT : 386,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 385,747.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,866.04 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 79.70400
----------------------------------------------------------------
00030646509 MORTGAGORS: GRAHAM GREGG
GRAHAM CHRISTY
REGION CODE ADDRESS : 2115 GRANDEUR DRIVE
01 CITY : SAN PEDRO
STATE/ZIP : CA 90732
MORTGAGE AMOUNT : 303,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 303,016.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,331.35 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030646681 MORTGAGORS: MILLISOR ROD
REGION CODE ADDRESS : 75 PONCE DE LEON UNIT 406
01 CITY : ATLANTA
STATE/ZIP : GA 30308
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,845.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,195.98 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 78.85700
----------------------------------------------------------------
00030646798 MORTGAGORS: ELMS FRED
ELMS ANDREA
REGION CODE ADDRESS : 14580 W 56TH PLACE
01 CITY : ARVADA
STATE/ZIP : CO 80002
MORTGAGE AMOUNT : 379,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 378,881.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,982.39 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 89.99300
----------------------------------------------------------------
00030646814 MORTGAGORS: DUNNETT WILLIAM
RHEINHARDT SHEREE
REGION CODE ADDRESS : 50 SOUTH MAIN STREET
01 CITY : CRANBURY
STATE/ZIP : NJ 08512
MORTGAGE AMOUNT : 324,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 323,788.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,405.69 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030646863 MORTGAGORS: BLUESTONE ERIC
BLUESTONE MARISSA
REGION CODE ADDRESS : 8 HIDDEN POND DR
01 CITY : READING
STATE/ZIP : PA 19607
MORTGAGE AMOUNT : 397,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 397,077.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,161.10 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 89.63000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 2,065,600.00 P & I AMT: 15,942.55
UPB AMT: 2,064,356.30
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 46
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030646913 MORTGAGORS: DEVITO JAMES
DEVITO LUCY
REGION CODE ADDRESS : 909 EL MAC PLACE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92106
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,488.93 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030647135 MORTGAGORS: BURDMAN LOUIS
SATRA KARIN
REGION CODE ADDRESS : 619 WOODFIELD ROAD
01 CITY : WYCKOFF
STATE/ZIP : NJ 07481
MORTGAGE AMOUNT : 298,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,186.62 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030647143 MORTGAGORS: BOSHART CHARLES
DUNLAP JENNIFER
REGION CODE ADDRESS : 126 N GARFIELD ST
01 CITY : ARLINGTON
STATE/ZIP : VA 22201
MORTGAGE AMOUNT : 278,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,818.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,064.14 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 79.42800
----------------------------------------------------------------
00030647168 MORTGAGORS: HACKETT JOHN
HACKETT JESSIE
REGION CODE ADDRESS : 867 BENJAMIN BRANCH
01 CITY : DAVIDSONVILLE
STATE/ZIP : MD 21035
MORTGAGE AMOUNT : 322,425.00 OPTION TO CONVERT :
UNPAID BALANCE : 322,244.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,565.36 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00030647218 MORTGAGORS: BRIDGEFORD DARRELL
BRIDGEFORD KRISTIN
REGION CODE ADDRESS : 561 LA VISTA ROAD
01 CITY : WALNUT CREEK
STATE/ZIP : CA 94598
MORTGAGE AMOUNT : 268,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,641.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,090.70 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030647242 MORTGAGORS: WYLIE DAVID
DEKAY WILLIAM
REGION CODE ADDRESS : 208 AMETHYST WAY
01 CITY : SENECA
STATE/ZIP : SC 29672
MORTGAGE AMOUNT : 252,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,646.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,943.82 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,740,025.00 P & I AMT: 13,339.57
UPB AMT: 1,739,350.54
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 47
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030647267 MORTGAGORS: SVEHLA ERNEST
SVEHLA DENISE
REGION CODE ADDRESS : 4551 DONCASTER DRIVE
01 CITY : ELLICOTT CITY
STATE/ZIP : MD 21042
MORTGAGE AMOUNT : 221,255.00 OPTION TO CONVERT :
UNPAID BALANCE : 221,127.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,740.62 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030647325 MORTGAGORS: MEADS HAROLD
MEADS TERRY
REGION CODE ADDRESS : 5867 RHODES LANE
01 CITY : EAGLE POINT
STATE/ZIP : OR 97524
MORTGAGE AMOUNT : 247,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,854.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,921.15 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030647366 MORTGAGORS: JENKINS TOM
REGION CODE ADDRESS : 502 W SPREADING OAKS AVE
01 CITY : FRIENDSWOOD
STATE/ZIP : TX 77546
MORTGAGE AMOUNT : 438,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 438,202.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,334.82 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030647374 MORTGAGORS: POENTIS JEFFREY
POENTIS TRACY
REGION CODE ADDRESS : 3215 CARLOS LONG STREET
01 CITY : HONOLULU
STATE/ZIP : HI 96816
MORTGAGE AMOUNT : 405,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 404,748.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,078.29 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030647382 MORTGAGORS: ARMOCIDA PATRICIA
REGION CODE ADDRESS : 2235 12TH AVENUE WEST
01 CITY : SEATTLE
STATE/ZIP : WA 98119
MORTGAGE AMOUNT : 269,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,828.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,020.91 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 72.89900
----------------------------------------------------------------
00030647473 MORTGAGORS: RIPPLE BILL
RIPPLE DONNA
REGION CODE ADDRESS : 6513 BALLYMORE LANE
01 CITY : CLARKSVILLE
STATE/ZIP : MD 21029
MORTGAGE AMOUNT : 277,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,650.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,037.30 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 94.98300
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,858,655.00 P & I AMT: 14,133.09
UPB AMT: 1,857,411.28
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 48
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030647549 MORTGAGORS: FERRELL JAMES
FERRELL KATHY
REGION CODE ADDRESS : 1037 BLUE HERON POINT
01 CITY : BIRMINGHAM
STATE/ZIP : AL 35242
MORTGAGE AMOUNT : 396,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 396,559.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,051.05 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030648174 MORTGAGORS: EMOND DALE
EMOND ELIZABETH
REGION CODE ADDRESS : 274 HOYT STREET
01 CITY : BROOKLYN
STATE/ZIP : NY 11231
MORTGAGE AMOUNT : 232,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,626.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,893.73 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030648281 MORTGAGORS: BELDING KENNETH
BELDING KATHRYN
REGION CODE ADDRESS : #12 WHITE OAK
01 CITY : SMITHTON
STATE/ZIP : IL 62285
MORTGAGE AMOUNT : 238,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,869.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,915.01 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 89.81100
----------------------------------------------------------------
00030648356 MORTGAGORS: INAMDAR ANITA
SANADI ASHOK
REGION CODE ADDRESS : 572 GRESHAM AVENUE
01 CITY : SUNNYVALE
STATE/ZIP : CA 94086
MORTGAGE AMOUNT : 232,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,650.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,788.88 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 94.99700
----------------------------------------------------------------
00030648695 MORTGAGORS: MARTINI ROBERT
MARTINI JEANNE
REGION CODE ADDRESS : 28595 WINDMERE COURT
01 CITY : LAKE BLUFF
STATE/ZIP : IL 60044
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,966.76 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 74.46700
----------------------------------------------------------------
00030648851 MORTGAGORS: NEMMERS JOHN
NEMMERS SHARON
REGION CODE ADDRESS : 748 CAPE BRETON
01 CITY : VISTA
STATE/ZIP : CA 92084
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,848.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,922.29 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 62.51500
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,600,200.00 P & I AMT: 12,537.72
UPB AMT: 1,599,554.29
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 49
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030648885 MORTGAGORS: BRUTHER THOMAS
BRUTHER KATHY
REGION CODE ADDRESS : 31004 DEL REY ROAD
01 CITY : TEMCULA
STATE/ZIP : CA 92591
MORTGAGE AMOUNT : 211,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 211,384.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,701.78 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 84.60000
----------------------------------------------------------------
00030648992 MORTGAGORS: VAZQUEZ ENRIQUE
VAZQUEZ LIZETTE
REGION CODE ADDRESS : 51 FERN STREET
01 CITY : GLASTONBURY
STATE/ZIP : CT 06033
MORTGAGE AMOUNT : 245,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,935.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,798.46 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030649032 MORTGAGORS: TUCKER RICHARD
TUCKER ADELA
REGION CODE ADDRESS : 21066 BRANCHWOOD LANE
01 CITY : STERLING
STATE/ZIP : VA 20164
MORTGAGE AMOUNT : 223,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,150.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,676.46 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 94.99787
----------------------------------------------------------------
00030649057 MORTGAGORS: BEAN PETER
REGION CODE ADDRESS : 300 HANNEFORD DRIVE
01 CITY : ROSELL
STATE/ZIP : GA 30075
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,852.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,336.40 OUTSIDE CONV DATE :
LIFETIME RATE : 9.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.25000 PRODUCT CODE : 002
LTV : 94.69800
----------------------------------------------------------------
00030649214 MORTGAGORS: MANN MICHAEL
MANN PAMELA
REGION CODE ADDRESS : 523 KIKI DRIVE
01 CITY : PLEASANT HILL
STATE/ZIP : CA 94523
MORTGAGE AMOUNT : 217,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 217,414.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,653.54 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030649263 MORTGAGORS: BASOLA RICHARD
BASOLA CLAUDIA
REGION CODE ADDRESS : 1660 E BUCK HOLLOW COURT
01 CITY : TUCSON
STATE/ZIP : AZ 85737
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,809.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,083.89 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,465,300.00 P & I AMT: 11,250.53
UPB AMT: 1,464,547.00
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 50
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030650147 MORTGAGORS: HOOVER PATRICK
HOOVER FRANCES
REGION CODE ADDRESS : RUFFSDALE COURT
01 CITY : ASHBURN
STATE/ZIP : VA 22011
MORTGAGE AMOUNT : 229,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,674.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,849.02 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 94.98200
----------------------------------------------------------------
00030650188 MORTGAGORS: PLUMER ALAN
PLUMER DEBORAH
REGION CODE ADDRESS : 3 HENRY CT
01 CITY : RAMAPO
STATE/ZIP : NY 10901
MORTGAGE AMOUNT : 440,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 440,602.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,507.60 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------
00030650196 MORTGAGORS: VEVE MICHAEL
VEVE CARY
REGION CODE ADDRESS : 3103 WHITE PEACH PLACE
01 CITY : FAIRFAX
STATE/ZIP : VA 22031
MORTGAGE AMOUNT : 326,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,280.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,395.75 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 79.99600
----------------------------------------------------------------
00030650378 MORTGAGORS: SMITH WILLIAM
SMITH CAROL
REGION CODE ADDRESS : 24 MOSSDALE ROAD
01 CITY : JAMAICA PLAIN
STATE/ZIP : MA 02130
MORTGAGE AMOUNT : 277,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,603.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,255.40 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 07/01/26
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030650527 MORTGAGORS: RAY JAMES
RAY ROCHELLE
REGION CODE ADDRESS : 3 SOUTH STREET
01 CITY : UPTON
STATE/ZIP : MA 01568
MORTGAGE AMOUNT : 250,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,490.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,883.05 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030650618 MORTGAGORS: KANG MIN
KANG MAN
REGION CODE ADDRESS : 7361 ANNANDALE COURT
01 CITY : ANNANDALE
STATE/ZIP : VA 22003
MORTGAGE AMOUNT : 385,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 384,966.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,961.86 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,910,200.00 P & I AMT: 14,852.68
UPB AMT: 1,908,618.19
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 51
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030650626 MORTGAGORS: HUNTER ROBERT
HUNTER KELLY
REGION CODE ADDRESS : 5823 WILDROSE DRIVE
01 CITY : ORANGE
STATE/ZIP : CA 92667
MORTGAGE AMOUNT : 279,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,847.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,244.90 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030650634 MORTGAGORS: KARLSON STEVEN
KARLSON ELIZABETH
REGION CODE ADDRESS : 8 POND STREET
01 CITY : DOVER
STATE/ZIP : MA 02030
MORTGAGE AMOUNT : 332,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 331,227.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,611.85 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 07/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030650980 MORTGAGORS: TILTON GERARD
TILTON MICHELLE
REGION CODE ADDRESS : 29085 OLD ROCKLAND RD
01 CITY : GREEN OAKS
STATE/ZIP : IL 60048
MORTGAGE AMOUNT : 250,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,543.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,925.36 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 06/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 76.68200
----------------------------------------------------------------
00030651434 MORTGAGORS: DONOHUE THOMAS
REGION CODE ADDRESS : 6221 WINDHAM HILL RUN
01 CITY : KINGSTOWNE
STATE/ZIP : VA 22315
MORTGAGE AMOUNT : 244,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,998.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,855.72 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 94.98500
----------------------------------------------------------------
00030651459 MORTGAGORS: REMPE JENNIFER
REMPE KURT
REGION CODE ADDRESS : 2833 ABBEY MANOR CIRCLE
01 CITY : BROOKEVILLE
STATE/ZIP : MD 20833
MORTGAGE AMOUNT : 230,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 230,620.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,835.95 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 79.97100
----------------------------------------------------------------
00030651517 MORTGAGORS: FLIPPEN M.
REGION CODE ADDRESS : 109 MAYFAIR ROAD
01 CITY : NASHVILLE
STATE/ZIP : TN 37205
MORTGAGE AMOUNT : 281,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,842.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,235.76 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 74.93300
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,617,300.00 P & I AMT: 12,709.54
UPB AMT: 1,615,080.29
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 52
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030651558 MORTGAGORS: SCALIA AUGUST
SCALIA PATSY
REGION CODE ADDRESS : 9582 LOGGERSFIELD CIRCLE
01 CITY : VIENNA
STATE/ZIP : VA 22181
MORTGAGE AMOUNT : 247,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,438.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,838.43 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030651582 MORTGAGORS: DELAPAZ NORMANDO
DELAPAZ AIDA
REGION CODE ADDRESS : 5113 WHISPER WILLOW DRIVE
01 CITY : FAIRFAX
STATE/ZIP : VA 22030
MORTGAGE AMOUNT : 262,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,228.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,948.32 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 89.99300
----------------------------------------------------------------
00030651590 MORTGAGORS: PETERSON PAUL
PETERSON JOLENE
REGION CODE ADDRESS : 25732 WILDE AVENUE
01 CITY : STEVENSON RANCH
STATE/ZIP : CA 91381
MORTGAGE AMOUNT : 222,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,022.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,747.66 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 66.11600
----------------------------------------------------------------
00030651608 MORTGAGORS: LEHMANN THOMAS
LEHMANN SUSAN
REGION CODE ADDRESS : 506 BEDFORDSHIRE ROAD
01 CITY : LOUISVILLE
STATE/ZIP : KY 40222
MORTGAGE AMOUNT : 246,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,858.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,935.28 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 94.25200
----------------------------------------------------------------
00030651616 MORTGAGORS: HARTSHORN STEPHEN
HARTSHORN LYNN
REGION CODE ADDRESS : 6775 CRACKLEBERRY TARIL
01 CITY : WOODBURY
STATE/ZIP : MN 55125
MORTGAGE AMOUNT : 279,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,149.12 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 89.99400
----------------------------------------------------------------
00030651665 MORTGAGORS: LEE JOHN
LEE KATHI
REGION CODE ADDRESS : 17530 BAR X ROAD
01 CITY : COLORADO SPRINGS
STATE/ZIP : CO 80919
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,851.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,960.04 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,509,650.00 P & I AMT: 11,578.85
UPB AMT: 1,508,898.25
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 53
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030651954 MORTGAGORS: HOCKMAN JEFFREY
HOCKMAN CONNIE
REGION CODE ADDRESS : 1247 JESSICA DRIVE
01 CITY : LIVERMORE
STATE/ZIP : CA 94550
MORTGAGE AMOUNT : 273,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,038.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,124.92 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030651962 MORTGAGORS: STOCKTON JOHN
STOCKTON GERI
REGION CODE ADDRESS : 5533 CANALINO DRIVE
01 CITY : CARPINTERIA
STATE/ZIP : CA 93013
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,840.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,878.17 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 55.55500
----------------------------------------------------------------
00030652010 MORTGAGORS: POWELL BRYAN
WEIS JANICE
REGION CODE ADDRESS : 1260 HIDE-A-WAY LANE
01 CITY : LAKE OSWEGO
STATE/ZIP : OR 97034
MORTGAGE AMOUNT : 224,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,805.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,663.94 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030652077 MORTGAGORS: CARNAHAN JOE
CARNAHAN LINDA
REGION CODE ADDRESS : 1690 RISING MIST LANE
01 CITY : CUMMINGS
STATE/ZIP : GA 30131
MORTGAGE AMOUNT : 213,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 213,520.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,642.79 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 89.99500
----------------------------------------------------------------
00030652143 MORTGAGORS: PRICE MICHAEL
PRICE SANDRA
REGION CODE ADDRESS : 26 CHADWICK DRIVE
01 CITY : DOVER
STATE/ZIP : DE 19901
MORTGAGE AMOUNT : 270,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,151.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,178.52 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 07/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030652226 MORTGAGORS: ADAMSKI ROBERT
MAKOWSKI JERZY
REGION CODE ADDRESS : 1132 N. KNIGHT
01 CITY : PARK RIDGE
STATE/ZIP : IL 60068
MORTGAGE AMOUNT : 212,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 212,680.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,693.14 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,444,500.00 P & I AMT: 11,181.48
UPB AMT: 1,443,038.10
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 54
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030652259 MORTGAGORS: CHANON JEFFREY
CHANON ANITA
REGION CODE ADDRESS : 5612 PECAN SPRING COURT
01 CITY : DALLAS
STATE/ZIP : TX 75252
MORTGAGE AMOUNT : 288,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,575.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,220.24 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00030652671 MORTGAGORS: HUSSEY FREDERICK
HUSSEY TRACY
REGION CODE ADDRESS : 6 MINUTEMAN ROAD
01 CITY : HINGHAM
STATE/ZIP : MA 02043
MORTGAGE AMOUNT : 260,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,083.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,002.26 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030652689 MORTGAGORS: RUBIN DAVID
RUBIN LISA
REGION CODE ADDRESS : 981 CROSS LANE
01 CITY : BLUE BELL
STATE/ZIP : PA 19422
MORTGAGE AMOUNT : 231,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 230,856.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,755.77 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 71.96200
----------------------------------------------------------------
00030652721 MORTGAGORS: ROCCO JOHN
ROCCO JOAN
REGION CODE ADDRESS : 16 MIDLAND ROAD
01 CITY : LYNNFIELD
STATE/ZIP : MA 01940
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,504.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,413.87 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00030652762 MORTGAGORS: ALLEY F.
ALLEY PATRICIA
REGION CODE ADDRESS : 745 EDISON HILL RD
01 CITY : STOWE
STATE/ZIP : VT 05672
MORTGAGE AMOUNT : 570,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 569,672.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,484.19 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------
00030653067 MORTGAGORS: CLEMENT JEFFREY
LIMING RHONDA
REGION CODE ADDRESS : 4435 REDTURN LANE
01 CITY : WARRENTON
STATE/ZIP : VA 20187
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,829.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,240.03 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,938,150.00 P & I AMT: 15,116.36
UPB AMT: 1,936,521.57
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 55
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030653117 MORTGAGORS: HOLMES EDWARD
HOLMES JOYCE
REGION CODE ADDRESS : 1967 PATIO DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 225,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 224,863.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,730.06 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 56.96200
----------------------------------------------------------------
00030653166 MORTGAGORS: PACE JAMES
PACE LINDA
REGION CODE ADDRESS : 3106 WATERMAN BLVD
01 CITY : FAIRFIELD
STATE/ZIP : CA 94533
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,852.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,013.96 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030653356 MORTGAGORS: VAUGHAN-JONES ROBERT
VAUGHAN-JONES AMEDIA
REGION CODE ADDRESS : 303 MARINE DRIVE
01 CITY : POINT ROBERTS
STATE/ZIP : WA 98281
MORTGAGE AMOUNT : 525,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 525,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,990.38 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00030653430 MORTGAGORS: MORIN PETER
MORIN SAMANTHA
REGION CODE ADDRESS : 949 SAND CASTLE DRIVE
01 CITY : NEWPORT BEACH
STATE/ZIP : CA 92625
MORTGAGE AMOUNT : 426,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 426,666.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,434.94 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 79.99700
----------------------------------------------------------------
00030653489 MORTGAGORS: PARCHE GERALD
HARLOW CAROLYN
REGION CODE ADDRESS : 709 GLEN ABBEY DRIVE
01 CITY : MANSFIELD
STATE/ZIP : TX 76063
MORTGAGE AMOUNT : 222,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,727.48 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 89.99100
----------------------------------------------------------------
00030653513 MORTGAGORS: NIEVES LUIS
NIEVES LINDA
REGION CODE ADDRESS : 1174 MONTICELLO ROAD
01 CITY : NAPA
STATE/ZIP : CA 94558
MORTGAGE AMOUNT : 579,347.28 OPTION TO CONVERT :
UNPAID BALANCE : 578,631.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,460.10 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 07/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 72.41800
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 2,234,347.28 P & I AMT: 17,356.92
UPB AMT: 2,233,115.19
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 56
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030653562 MORTGAGORS: POWELL D.
POWELL PAMELA
REGION CODE ADDRESS : 100 NASHAWAY ROAD
01 CITY : BOLTON
STATE/ZIP : MA 01740
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,672.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,923.25 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030653646 MORTGAGORS: BENZL KARLA
REGION CODE ADDRESS : 16551 MARIANA CIRCLE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92649
MORTGAGE AMOUNT : 306,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,819.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,380.04 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 55.63636
----------------------------------------------------------------
00030653703 MORTGAGORS: STAUFFER MAHLON
STAUFFER ANNETTE
REGION CODE ADDRESS : 7053 FOX PAW TRAIL
01 CITY : LITTLETON
STATE/ZIP : CO 80125
MORTGAGE AMOUNT : 243,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,609.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,917.58 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00030653760 MORTGAGORS: BANGS HOYT
BANGS ALICE
REGION CODE ADDRESS : 219 118TH STREET
01 CITY : STONE HARBOR
STATE/ZIP : NJ 08247
MORTGAGE AMOUNT : 261,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,449.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,058.01 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030653794 MORTGAGORS: PISANO JEROME
PISANO NOREEN
REGION CODE ADDRESS : 811 WINFAL DRIVE
01 CITY : SCHAUMBURG
STATE/ZIP : IL 60194
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 374,784.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,950.13 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 64.65500
----------------------------------------------------------------
00030653844 MORTGAGORS: SIMON DANIEL
BROWNSTEIN ADRIANNE
REGION CODE ADDRESS : 18322 KAREN DRIVE
01 CITY : TARZANNA
STATE/ZIP : CA 91356
MORTGAGE AMOUNT : 326,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,186.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,423.52 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,768,750.00 P & I AMT: 13,652.53
UPB AMT: 1,767,521.70
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 57
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030653893 MORTGAGORS: GANEM EDUARDO
REGION CODE ADDRESS : 2000 ISLAND BLVD UNIT 1001
01 CITY : MIAMI
STATE/ZIP : FL 33160
MORTGAGE AMOUNT : 251,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,044.66 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
00030653992 MORTGAGORS: MAHRER STEPHEN
MAHRER DENISE
REGION CODE ADDRESS : 129 DAVENPORT DRIVE
01 CITY : CHESTERFIELD TOWNSHIP
STATE/ZIP : NJ 08620
MORTGAGE AMOUNT : 277,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,862.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,131.43 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 88.34600
----------------------------------------------------------------
00030654016 MORTGAGORS: WILTSHIRE ROBERT
WILTSHIRE MARJORIE
REGION CODE ADDRESS : 240 SOUTH CREEK ROAD
01 CITY : GLEN MILLS
STATE/ZIP : PA 19342
MORTGAGE AMOUNT : 235,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,869.77 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 94.94900
----------------------------------------------------------------
00030654222 MORTGAGORS: LEONG ROBERT
LEONG CHRISTINE
REGION CODE ADDRESS : 25378 BUCKEYE DRIVE
01 CITY : CASTRO VALLEY
STATE/ZIP : CA 94552
MORTGAGE AMOUNT : 245,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,150.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,798.83 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 78.40900
----------------------------------------------------------------
00030654354 MORTGAGORS: BLEVINS MARCIE
REGION CODE ADDRESS : 17 MAUI LANE
01 CITY : DILLON BEACH
STATE/ZIP : CA 94929
MORTGAGE AMOUNT : 225,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 225,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,650.98 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 40.90900
----------------------------------------------------------------
00030654438 MORTGAGORS: BUTCHER ELWOOD
BUTCHER GRACE
REGION CODE ADDRESS : 1310 OXFORD
01 CITY : DEERFIELD
STATE/ZIP : IL 60015
MORTGAGE AMOUNT : 215,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 215,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,698.49 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 85.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,449,550.00 P & I AMT: 11,194.16
UPB AMT: 1,449,212.95
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 58
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030654487 MORTGAGORS: TU RAYMOND
REGION CODE ADDRESS : 3069 MARK KAY LANE
01 CITY : GLENVIEW
STATE/ZIP : IL 60025
MORTGAGE AMOUNT : 226,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 226,659.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,723.84 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 87.90600
----------------------------------------------------------------
00030654495 MORTGAGORS: BOWMAN FRANK
BOWMAN GIGI
REGION CODE ADDRESS : 19212 REATA TRL.
01 CITY : SAN ANTONIO
STATE/ZIP : TX 78258
MORTGAGE AMOUNT : 395,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 395,342.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,113.77 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 89.95400
----------------------------------------------------------------
00030654560 MORTGAGORS: STA ANA CARMELINO
STA ANA BRENDA
REGION CODE ADDRESS : 703 OCEANHILL DRIVE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92648
MORTGAGE AMOUNT : 212,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 211,871.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,630.10 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030654636 MORTGAGORS: MARSEILLES KAYE
REGION CODE ADDRESS : 2880 ZELL DRIVE
01 CITY : LAGUNA BEACH
STATE/ZIP : CA 92651
MORTGAGE AMOUNT : 292,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,431.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,301.89 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030654644 MORTGAGORS: ERICKSON LANCE
ERICKSON KIMBERLY
REGION CODE ADDRESS : 1 ANNA DRIVE
01 CITY : MOUNT OLIVE
STATE/ZIP : NJ 08976
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,803.04 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 87.27272
----------------------------------------------------------------
00030654750 MORTGAGORS: KELLEHER RICHARD
KELLEHER NANCY
REGION CODE ADDRESS : 47 CROOKED LANE
01 CITY : DUXBURY
STATE/ZIP : MA 02331
MORTGAGE AMOUNT : 442,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 442,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,478.79 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,809,400.00 P & I AMT: 14,051.43
UPB AMT: 1,808,505.14
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 59
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030655054 MORTGAGORS: FIGH JACK
REGION CODE ADDRESS : 43 ALBERT ST
01 CITY : MOONACHIE
STATE/ZIP : NJ 07074
MORTGAGE AMOUNT : 233,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,873.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,822.35 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 08/01/21
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030655138 MORTGAGORS: FOGGIA RICCARDO
REGION CODE ADDRESS : 26075 SW MOUNTAIN ROAD
01 CITY : WEST LINN
STATE/ZIP : OR 97068
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,822.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,333.37 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 42.85700
----------------------------------------------------------------
00030655211 MORTGAGORS: INGRAHAM WILLIAM
KEARNEY KATHLEEN
REGION CODE ADDRESS : 24 UNDERHILL ROAD
01 CITY : OSSINING
STATE/ZIP : NY 10562
MORTGAGE AMOUNT : 294,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,315.26 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030655245 MORTGAGORS: GIBSON KENNETH
GIBSON AMANDA
REGION CODE ADDRESS : 2992 JOYCE LANE
01 CITY : SOUTH MERRICK
STATE/ZIP : NY 11566
MORTGAGE AMOUNT : 250,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,248.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,925.36 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030655559 MORTGAGORS: CONOVER MICHELE
REGION CODE ADDRESS : 5 N BRANCH RD
01 CITY : NEWTON
STATE/ZIP : CT 06470
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,653.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,360.11 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 94.04300
----------------------------------------------------------------
00030655591 MORTGAGORS: HAKIM ROBERT
HAKIM BONNIE
REGION CODE ADDRESS : 40 VALLEY CIRCLE
01 CITY : FAIRFIELD
STATE/ZIP : CT 06430
MORTGAGE AMOUNT : 229,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 228,671.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,842.99 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,607,350.00 P & I AMT: 12,599.44
UPB AMT: 1,605,569.60
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 60
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030655708 MORTGAGORS: CANTER MICHAEL
REGION CODE ADDRESS : 2801 DANA COURT
01 CITY : ELLICOTT CITY
STATE/ZIP : MD 21042
MORTGAGE AMOUNT : 223,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,837.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,734.48 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 94.89361
----------------------------------------------------------------
00030656094 MORTGAGORS: NEWMAN DENNIS
NEWMAN DEBRA
REGION CODE ADDRESS : 6781 NORTH WINDPOINT CIRCLE
01 CITY : PARKER
STATE/ZIP : CO 80134
MORTGAGE AMOUNT : 209,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 209,569.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,593.88 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030656128 MORTGAGORS: SWINNEY KYLE
SWINNEY BONNI
REGION CODE ADDRESS : 19145 NE 151ST STREET
01 CITY : WOODINVILLE
STATE/ZIP : WA 98072
MORTGAGE AMOUNT : 338,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,189.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,572.08 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030656144 MORTGAGORS: JACK RICHARD
JACK NADINE
REGION CODE ADDRESS : 23066 LOS RANCHOS DRIVE
01 CITY : TRACY
STATE/ZIP : CA 95376
MORTGAGE AMOUNT : 249,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,863.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,003.51 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 79.04700
----------------------------------------------------------------
00030656193 MORTGAGORS: VAUGHN LASALLE
VAUGHN PORTIA
REGION CODE ADDRESS : 10103 CIRCLE C
01 CITY : HELOTES
STATE/ZIP : TX 78023
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,840.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,100.04 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 77.14200
----------------------------------------------------------------
00030656227 MORTGAGORS: LEONIK ROBERT
LEONIK LUCY
REGION CODE ADDRESS : 12509 ROYAL WINSLOW PLACE NE
01 CITY : ALBUQUERQUE
STATE/ZIP : NM 87111
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,846.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,022.26 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 86.66600
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,550,100.00 P & I AMT: 12,026.25
UPB AMT: 1,549,148.27
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 61
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030656235 MORTGAGORS: MEYER DONALD
MEYER MILDRED
REGION CODE ADDRESS : 6690 TURTLE HILL ROAD
01 CITY : LAS VEGAS
STATE/ZIP : NV 89110
MORTGAGE AMOUNT : 238,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,566.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,899.21 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 79.99300
----------------------------------------------------------------
00030656318 MORTGAGORS: LILLY JOEL
LILLY CHRISTA
REGION CODE ADDRESS : 4309 86TH AVE SE
01 CITY : MERCER ISLAND
STATE/ZIP : WA 98040
MORTGAGE AMOUNT : 352,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 351,781.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,675.46 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030656375 MORTGAGORS: PUTHIYADAM JOSEPH
PUTHIYADAM ANN
REGION CODE ADDRESS : 2378 CRESTHAVEN STREET
01 CITY : MILPITAS
STATE/ZIP : CA 95035
MORTGAGE AMOUNT : 242,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,950.41 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030656672 MORTGAGORS: WEIDMAN CARL
WEIDMAN KIM
REGION CODE ADDRESS : 2278 AVENIDA CABRILLO
01 CITY : CHINO HILL
STATE/ZIP : CA 91709
MORTGAGE AMOUNT : 231,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 231,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,799.03 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030656805 MORTGAGORS: WALL JAMES
WALL CATHRINE
REGION CODE ADDRESS : 46 PELICAN BEACH
01 CITY : ISLE OF PALMS
STATE/ZIP : SC 29451
MORTGAGE AMOUNT : 234,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,722.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,820.03 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030656813 MORTGAGORS: SMITH JOHN
SMITH DIANE
REGION CODE ADDRESS : 5443 WOODED WAY
01 CITY : COLUMBIA
STATE/ZIP : MD 21044
MORTGAGE AMOUNT : 240,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,441.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,808.68 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 84.99500
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,539,150.00 P & I AMT: 11,952.82
UPB AMT: 1,538,211.99
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 62
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030656888 MORTGAGORS: DUNN DOUGLAS
DUNN BRENDA
REGION CODE ADDRESS : 2707 EAST AMBERWOOD DRIVE
01 CITY : PHOENIX
STATE/ZIP : AZ 85048
MORTGAGE AMOUNT : 242,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,949.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,840.14 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030656953 MORTGAGORS: GREER JONATHAN
GREER GWEN
REGION CODE ADDRESS : 5241 COTTONDALE DRIVE SW
01 CITY : GRANDVILLE
STATE/ZIP : MI 49418
MORTGAGE AMOUNT : 269,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,202.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,167.26 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 94.98900
----------------------------------------------------------------
00030657001 MORTGAGORS: KAIN RONALD
KAIN CAROLYN
REGION CODE ADDRESS : 13097 LOGAN STREET
01 CITY : THORNTON
STATE/ZIP : CO 80241
MORTGAGE AMOUNT : 246,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,738.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,833.23 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 94.99800
----------------------------------------------------------------
00030657035 MORTGAGORS: GILES STEPHANIE
STEWART WILLIAM
REGION CODE ADDRESS : 6144 WESLEY POND COURT
01 CITY : BURKE
STATE/ZIP : VA 22015
MORTGAGE AMOUNT : 221,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 220,862.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,679.76 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 89.83700
----------------------------------------------------------------
00030657068 MORTGAGORS: GLOVER MICHAEL
GLOVER P
REGION CODE ADDRESS : 5700 JOSHUA COURT
01 CITY : MANSFIELD
STATE/ZIP : TX 76063
MORTGAGE AMOUNT : 216,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 215,869.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,660.86 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030657084 MORTGAGORS: OSTERGARD WARREN
OSTERGARD MARGARET
REGION CODE ADDRESS : 27146 SHELL RIDGE CIRCLE
01 CITY : BONITA BAY
STATE/ZIP : FL 33923
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,280.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,115.59 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 67.31600
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,467,350.00 P & I AMT: 11,296.84
UPB AMT: 1,465,902.66
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 63
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030657092 MORTGAGORS: HURD MARC
HANNA MONA
REGION CODE ADDRESS : 10141 SUNKIST CIRCLE
01 CITY : VILLA PARK
STATE/ZIP : CA 92667
MORTGAGE AMOUNT : 306,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 306,509.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,331.14 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 79.99400
----------------------------------------------------------------
00030657126 MORTGAGORS: WIEFELS ELIZABETH
REGION CODE ADDRESS : 775 JOHNSON STREET
01 CITY : HALF MOON BAY
STATE/ZIP : CA 94019
MORTGAGE AMOUNT : 226,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 226,509.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,722.70 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------
00030657233 MORTGAGORS: SIENSKI PAUL
REGION CODE ADDRESS : 1012 DELAWARE STREET
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92648
MORTGAGE AMOUNT : 237,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,356.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,826.17 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030657266 MORTGAGORS: MUMMOLO DANTE
MUMMOLO LAUREN
REGION CODE ADDRESS : 7 WAINWRIGHT ROAD UNIT 13
01 CITY : WINCHESTER
STATE/ZIP : MA 01890
MORTGAGE AMOUNT : 399,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,146.02 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 79.99600
----------------------------------------------------------------
00030657308 MORTGAGORS: UBERTINO GLENN
REGION CODE ADDRESS : 63 BOUWREY PLACE
01 CITY : WHITEHOUSE STATION
STATE/ZIP : NJ 08889
MORTGAGE AMOUNT : 215,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 214,876.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,691.41 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 73.27000
----------------------------------------------------------------
00030657381 MORTGAGORS: BENITEZ FRANK
BENITEZ KAREN
REGION CODE ADDRESS : 3158 GOSHEFF LANE
01 CITY : GAMBRILLS
STATE/ZIP : MD 21054
MORTGAGE AMOUNT : 266,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,934.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,022.55 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 79.98700
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,651,850.00 P & I AMT: 12,739.99
UPB AMT: 1,651,085.53
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 64
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030657407 MORTGAGORS: LAM TOAN
LAM DEBBIE
REGION CODE ADDRESS : 2917 EAST SKYRIDGE CIRCLE
01 CITY : SALT LAKE CITY
STATE/ZIP : UT 84109
MORTGAGE AMOUNT : 360,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 360,087.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,802.38 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 75.06200
----------------------------------------------------------------
00030657415 MORTGAGORS: PETERSON ERIC
PETERSON HILDEGARD
REGION CODE ADDRESS : 320 GREENBRIAR ROAD
01 CITY : WYOMISSING
STATE/ZIP : PA 19610
MORTGAGE AMOUNT : 220,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 219,856.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,633.49 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 57.89400
----------------------------------------------------------------
00030657431 MORTGAGORS: SMITH-BEVINGTON DARLENE
BEVINGTON TIMOTHY
REGION CODE ADDRESS : 20722 CROW CREEK ROAD
01 CITY : CASTRO VALLEY
STATE/ZIP : CA 94552
MORTGAGE AMOUNT : 251,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,802.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,889.06 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 07/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 79.98900
----------------------------------------------------------------
00030657704 MORTGAGORS: BOSE RONEN
BOSE SUMITRA
REGION CODE ADDRESS : 243 RODRIGUES AVE
01 CITY : MILPITAS
STATE/ZIP : CA 95035
MORTGAGE AMOUNT : 275,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,138.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,045.58 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030657712 MORTGAGORS: HOANG HUY
TRAN VAN
REGION CODE ADDRESS : 10042 FOXRUN ROAD
01 CITY : SANTA ANA
STATE/ZIP : CA 92705
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 499,343.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,712.49 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 70.92100
----------------------------------------------------------------
00030657746 MORTGAGORS: MOZ CARLOS
MOZ SUSAN
REGION CODE ADDRESS : 15794 PISTACHIO STREET
01 CITY : CHINO HILLS
STATE/ZIP : CA 91709
MORTGAGE AMOUNT : 232,217.73 OPTION TO CONVERT :
UNPAID BALANCE : 227,755.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,818.46 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 06/01/19
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 81.47900
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,839,467.73 P & I AMT: 13,901.46
UPB AMT: 1,832,983.34
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 65
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030657753 MORTGAGORS: VALDELLON VLADIMIR
VALDELLON ZENAIDA
REGION CODE ADDRESS : 2403 GRAPEVINE DRIVE
01 CITY : OXNARD
STATE/ZIP : CA 93030
MORTGAGE AMOUNT : 252,360.92 OPTION TO CONVERT :
UNPAID BALANCE : 251,370.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,140.26 OUTSIDE CONV DATE :
LIFETIME RATE : 9.25000 MATURITY DATE : 07/01/18
CURRENT INT RATE: 9.25000 PRODUCT CODE : 002
LTV : 80.11457
----------------------------------------------------------------
00030657779 MORTGAGORS: MAHMOOD ABBAS
MAHMOOD SUHAD
REGION CODE ADDRESS : 436 LANTERN CREST DR
01 CITY : REDLANDS
STATE/ZIP : CA 92373
MORTGAGE AMOUNT : 394,869.65 OPTION TO CONVERT :
UNPAID BALANCE : 394,331.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,106.36 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/23
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 78.97300
----------------------------------------------------------------
00030657787 MORTGAGORS: MURDOCK GREGORY
MURDOCK SHERYL
REGION CODE ADDRESS : 636 VERONICA STREET
01 CITY : UPLAND
STATE/ZIP : CA 91786
MORTGAGE AMOUNT : 224,868.79 OPTION TO CONVERT :
UNPAID BALANCE : 224,244.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,822.89 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 12/01/21
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 61.10565
----------------------------------------------------------------
00030657795 MORTGAGORS: MCHENRY RAY
MCHENRY BETSY
REGION CODE ADDRESS : 708 MOCKINGBIRD CIRCLE
01 CITY : ESCONDIDO
STATE/ZIP : CA 92025
MORTGAGE AMOUNT : 219,817.86 OPTION TO CONVERT :
UNPAID BALANCE : 219,513.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,731.63 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 06/01/23
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 78.78700
----------------------------------------------------------------
00030657811 MORTGAGORS: RUTCHIK MICHAEL
DONAHUE MARILYN
REGION CODE ADDRESS : 510 BELVEDERE STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94117
MORTGAGE AMOUNT : 278,011.34 OPTION TO CONVERT :
UNPAID BALANCE : 277,664.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,315.79 OUTSIDE CONV DATE :
LIFETIME RATE : 9.25000 MATURITY DATE : 02/01/23
CURRENT INT RATE: 9.25000 PRODUCT CODE : 002
LTV : 88.25700
----------------------------------------------------------------
00030657894 MORTGAGORS: DEIFE MARK
KANE SUZANNE
REGION CODE ADDRESS : 6643 NE WONDERMERE ROAD
01 CITY : SEATTLE
STATE/ZIP : WA 98115
MORTGAGE AMOUNT : 333,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 332,782.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,472.52 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 58.93800
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,702,928.56 P & I AMT: 13,589.45
UPB AMT: 1,699,906.54
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 66
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030658009 MORTGAGORS: LEVITT ALLAN
LEVITT ROBIN
REGION CODE ADDRESS : 7 E BRIARWOOD DRIVE
01 CITY : WARREN
STATE/ZIP : NJ 07059
MORTGAGE AMOUNT : 373,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 373,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,938.33 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030658082 MORTGAGORS: SOOHOO MARK
SOOHOO VALERIE
REGION CODE ADDRESS : 2608 WEST 234TH STREET
01 CITY : TORRANCE
STATE/ZIP : CA 90505
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,843.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,781.99 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 64.86400
----------------------------------------------------------------
00030658264 MORTGAGORS: VOGAN JOHN
VOGAN JEANNETTE
REGION CODE ADDRESS : 4909 SOUTH LAKE GULCH ROAD
01 CITY : CASTLE ROCK
STATE/ZIP : CO 80104
MORTGAGE AMOUNT : 258,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,862.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,099.17 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 83.09100
----------------------------------------------------------------
00030659056 MORTGAGORS: ROANE MICHAEL
REID-ROANE TERRIE
REGION CODE ADDRESS : 11401 OLD LEWISTON ROAD
01 CITY : RICHMOND
STATE/ZIP : VA 23236
MORTGAGE AMOUNT : 243,620.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,620.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,873.23 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 94.98000
----------------------------------------------------------------
00030659148 MORTGAGORS: SHEN HSAIHO-HUI
SHEN HWANG
REGION CODE ADDRESS : 13043 BACH WAY
01 CITY : CERRITOS
STATE/ZIP : CA 90703
MORTGAGE AMOUNT : 319,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,050.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,341.08 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 79.98900
----------------------------------------------------------------
00030659213 MORTGAGORS: DREZEK LEON
DREZEK MARCELLA
REGION CODE ADDRESS : 27 MOHAWK ROAD
01 CITY : MARBLEHEAD
STATE/ZIP : MA 01945
MORTGAGE AMOUNT : 247,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,888.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,834.34 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 94.98200
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,681,220.00 P & I AMT: 12,868.14
UPB AMT: 1,680,764.11
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 67
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030659262 MORTGAGORS: ATIGEHCHI M.
REGION CODE ADDRESS : 2802 DEEP CANYON DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90210
MORTGAGE AMOUNT : 800,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 799,051.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,222.32 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 015
LTV : 69.56500
----------------------------------------------------------------
00030659395 MORTGAGORS: PUSTER FREDERICK
REGION CODE ADDRESS : 945 FRONT RANGE RD.
01 CITY : LITTLETON
STATE/ZIP : CO 80120
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,822.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,333.37 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 92.59200
----------------------------------------------------------------
00030659551 MORTGAGORS: QUINN ROLLIE
QUINN JULIE
REGION CODE ADDRESS : 5275 BALLYCASTLE CIRCLE
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22315
MORTGAGE AMOUNT : 260,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,125.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,909.99 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 94.98200
----------------------------------------------------------------
00030659577 MORTGAGORS: MILLS DENISE
CONWAY CORDELL
REGION CODE ADDRESS : 2602 E VOGEL STREET
01 CITY : PHOENIX
STATE/ZIP : AZ 85028
MORTGAGE AMOUNT : 247,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,857.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,943.16 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 89.98100
----------------------------------------------------------------
00030659593 MORTGAGORS: DAVIS DAVE
DAVIS DARLENE
REGION CODE ADDRESS : 536 LOMA VISTA
01 CITY : HEATH
STATE/ZIP : TX 75087
MORTGAGE AMOUNT : 273,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,425.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,055.47 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030659601 MORTGAGORS: ELLIS JOHN
REGION CODE ADDRESS : 2201 TIFFANY CIRCLE
01 CITY : GARLAND
STATE/ZIP : TX 75043
MORTGAGE AMOUNT : 209,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 209,829.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,651.68 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 2,090,850.00 P & I AMT: 16,115.99
UPB AMT: 2,089,112.81
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 68
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030659726 MORTGAGORS: KWONG ALBERT
KWONG WANDA
REGION CODE ADDRESS : 157 SABLE POINTE
01 CITY : ALAMEDA
STATE/ZIP : CA 84501
MORTGAGE AMOUNT : 242,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,957.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,883.03 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 67.62500
----------------------------------------------------------------
00030659973 MORTGAGORS: PICKERT CHARLES
PICKERT ROSANN
REGION CODE ADDRESS : 692 SUNNYOAKS AVENUE
01 CITY : CAMPBELL
STATE/ZIP : CA 95008
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,845.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,188.03 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 61.41000
----------------------------------------------------------------
00030660146 MORTGAGORS: DRAGO DANIEL
DRAGO MELISSA
REGION CODE ADDRESS : 2542 ROLLING MEADOWS DRIVE
01 CITY : BEAVERCREEK
STATE/ZIP : OH 45385
MORTGAGE AMOUNT : 264,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,918.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030660203 MORTGAGORS: BREZAK JOHN
BREZAK LUCINDA
REGION CODE ADDRESS : 45 PROSPECT HILL ROAD
01 CITY : HARVARD
STATE/ZIP : MA 01451
MORTGAGE AMOUNT : 292,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,263.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,197.08 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 79.99100
----------------------------------------------------------------
00030660278 MORTGAGORS: CANNON WYLLIS
CANNON LINDA
REGION CODE ADDRESS : 1323 ROSEPOINTE DRIVE
01 CITY : YORK
STATE/ZIP : PA 17404
MORTGAGE AMOUNT : 377,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 376,982.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,967.44 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030660344 MORTGAGORS: BRODERICK RALPH
BRODERICK CLAUDIA
REGION CODE ADDRESS : 16747 DIAMOND DRIVE
01 CITY : FT. LAUDERDALE
STATE/ZIP : FL 33331
MORTGAGE AMOUNT : 221,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 221,222.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,741.36 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,672,700.00 P & I AMT: 12,895.47
UPB AMT: 1,671,872.02
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 69
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030660393 MORTGAGORS: CRANDALL CHERIE
RUS DAVID
REGION CODE ADDRESS : 244 CALVIN PLACE
01 CITY : SANTA CRUZ
STATE/ZIP : CA 95060
MORTGAGE AMOUNT : 223,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,461.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,699.52 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030660542 MORTGAGORS: SNEED GREGORY
LANDRUM SADIE
REGION CODE ADDRESS : 2618 BROOKS AVE
01 CITY : EL CERRITO
STATE/ZIP : CA 94530
MORTGAGE AMOUNT : 235,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 234,808.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,807.72 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 94.98989
----------------------------------------------------------------
00030660575 MORTGAGORS: WILHELM PATRICK
WILHELM LESLIE
REGION CODE ADDRESS : 29541 IVY GLENN DRIVE
01 CITY : LAGUNA NIGUEL
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 244,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,840.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,811.70 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030660849 MORTGAGORS: LEDBETTER SCOTT
SEPULVEDA SYLVIA
REGION CODE ADDRESS : 38 WILLARD GRANT
01 CITY : SUDBURY
STATE/ZIP : MA 01776
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 350,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,753.46 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030660922 MORTGAGORS: MANN STEPHEN
MANN MAUREEN
REGION CODE ADDRESS : 540 CARRIAGE HOUSE LANE
01 CITY : HARLEYSVILLE
STATE/ZIP : PA 19438
MORTGAGE AMOUNT : 278,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,475.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,920.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.43700
----------------------------------------------------------------
00030661359 MORTGAGORS: DECKER WILLIAM
REGION CODE ADDRESS : 1650 HONEY CREEK ROAD
01 CITY : CONYERS
STATE/ZIP : GA 30208
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,240.04 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,618,700.00 P & I AMT: 12,232.52
UPB AMT: 1,617,585.57
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 70
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030661433 MORTGAGORS: SILVERBERG HARVEY
SILVERBERG SUSAN
REGION CODE ADDRESS : 601 EXMOOR LANE
01 CITY : SCHWENKSVILLE
STATE/ZIP : PA 19473
MORTGAGE AMOUNT : 221,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 221,101.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,623.46 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 94.97900
----------------------------------------------------------------
00030661466 MORTGAGORS: PORTMAN JAE
PORTMAN BARBARA
REGION CODE ADDRESS : COTTAGE #140 E MCINTOSH AVENUE
01 CITY : SEA ISLAND
STATE/ZIP : GA 31561
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 350,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,753.46 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 24.47500
----------------------------------------------------------------
00030661615 MORTGAGORS: KHAKPOUR HOSSAIN
SADAFI MARYAM
REGION CODE ADDRESS : 4540 PEBBLE BROOK LANE
01 CITY : PLANO
STATE/ZIP : TX 75093
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,694.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,862.18 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 85.96400
----------------------------------------------------------------
00030661631 MORTGAGORS: MCDONALD J.
MCDONALD SHARON
REGION CODE ADDRESS : 20510 VIA LERIDA
01 CITY : YORBA LINDA
STATE/ZIP : CA 92887
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,837.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,841.39 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 58.14700
----------------------------------------------------------------
00030661987 MORTGAGORS: THRELFALL ALFRED
THRELFALL LINDA
REGION CODE ADDRESS : 40 WARBURTON AVE
01 CITY : HAWTHORNE
STATE/ZIP : NJ 07506
MORTGAGE AMOUNT : 215,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 215,529.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,715.81 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030662068 MORTGAGORS: OTT JAY
OTT GLORIA
REGION CODE ADDRESS : 6028 JAMES ALAN STREET
01 CITY : CYPRESS
STATE/ZIP : CA 90630
MORTGAGE AMOUNT : 225,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 224,746.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,790.21 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,504,900.00 P & I AMT: 11,586.51
UPB AMT: 1,503,909.56
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 71
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030662316 MORTGAGORS: ROBERTS GARY
ROBERTS NINA
REGION CODE ADDRESS : 5850 SILVERADO TRAIL
01 CITY : NAPA
STATE/ZIP : CA 94558
MORTGAGE AMOUNT : 390,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 389,751.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,929.94 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 52.70200
----------------------------------------------------------------
00030662472 MORTGAGORS: BOYAVAL ROBERT
BOYAVAL CHRISTINE
REGION CODE ADDRESS : 90 FOX RUN
01 CITY : EAST GREENWICH
STATE/ZIP : RI 02818
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,649.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,907.79 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 68.42100
----------------------------------------------------------------
00030662639 MORTGAGORS: JOSEPH MARK
REGION CODE ADDRESS : 45 SE 16TH COURT
01 CITY : GRESHAM
STATE/ZIP : OR 97080
MORTGAGE AMOUNT : 305,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,431.50 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030662787 MORTGAGORS: ORENDORFF JAY
ORENDORFF MARGARET
REGION CODE ADDRESS : 8834 GOVERNER RUN
01 CITY : ELLICOTT
STATE/ZIP : MD 21227
MORTGAGE AMOUNT : 396,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 396,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,115.33 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030662852 MORTGAGORS: OTTMAN JOHN
OTTMAN CLAUDIA
REGION CODE ADDRESS : 226 MOUNTAIN REACH CT
01 CITY : GARDNERVILLE
STATE/ZIP : NV 89410
MORTGAGE AMOUNT : 220,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 220,255.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,636.46 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 69.30800
----------------------------------------------------------------
00030663033 MORTGAGORS: DRUCE BRIAN
MCFADDEN S.
REGION CODE ADDRESS : 188 BELWOOD GATEWAY
01 CITY : LOS GATOS
STATE/ZIP : CA 95032
MORTGAGE AMOUNT : 341,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 340,606.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,682.65 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 78.39000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,913,000.00 P & I AMT: 14,703.67
UPB AMT: 1,911,863.25
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 72
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030663041 MORTGAGORS: ESTREMERA ANGEL
ESTREMERA ANDALIB
REGION CODE ADDRESS : 740 WHITEBROOK DRIVE
01 CITY : LA HABRA
STATE/ZIP : CA 90631
MORTGAGE AMOUNT : 225,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 225,023.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,791.39 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030663074 MORTGAGORS: ETTEHADIEH EHSAN
REGION CODE ADDRESS : 22 CLAREMONT CRESCENT
01 CITY : BERKELEY
STATE/ZIP : CA 94705
MORTGAGE AMOUNT : 356,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 355,778.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,705.86 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030663116 MORTGAGORS: MELLMAN JAY
KOKES MARTHA
REGION CODE ADDRESS : 927 CAPUCHINO AVENUE
01 CITY : BURLINGAME
STATE/ZIP : CA 94010
MORTGAGE AMOUNT : 294,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,221.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,263.68 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030663124 MORTGAGORS: HAHN JAMES
KWUN JEANINE
REGION CODE ADDRESS : 516 FURLONG
01 CITY : AUSTIN
STATE/ZIP : TX 78746
MORTGAGE AMOUNT : 325,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,502.81 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00030663199 MORTGAGORS: WELHOELTER ARTHUR
WELHOELTER JUDITH
REGION CODE ADDRESS : 118 NORTH COUNTRY CLUB DRIVE
01 CITY : HENDERSONVILLE
STATE/ZIP : TN 37075
MORTGAGE AMOUNT : 318,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,008.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,507.61 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 07/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00030663231 MORTGAGORS: ALLEN KENTON
HAMDEN-ALLEN GHADA
REGION CODE ADDRESS : 8424 VINEYARD RIDGE COURT
01 CITY : ALBUQUERQUE
STATE/ZIP : NM 87122
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,037.63 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 89.83000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,784,800.00 P & I AMT: 13,808.98
UPB AMT: 1,783,532.52
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 73
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030663363 MORTGAGORS: BARRETT JAMES
KOVACEVICH-BARR SUZANNE
REGION CODE ADDRESS : 7073 WILDERNESS CIRCLE
01 CITY : SAN JOSE
STATE/ZIP : CA 95135
MORTGAGE AMOUNT : 319,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,701.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,431.47 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 79.97700
----------------------------------------------------------------
00030663421 MORTGAGORS: FUELLBORN WOLFGANG
FUELLBORN JUDITH
REGION CODE ADDRESS : 1961 MACARTHUR STREET
01 CITY : RANCHO PALOS VERDES
STATE/ZIP : CA 90275
MORTGAGE AMOUNT : 255,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,445.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,965.35 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030663470 MORTGAGORS: LITTLE ANNA
REGION CODE ADDRESS : 1040 SANTA ANA STREET
01 CITY : LAGUNA BEACH
STATE/ZIP : CA 92651
MORTGAGE AMOUNT : 220,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 220,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,691.61 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030663496 MORTGAGORS: SCOTT DARYL
SCOTT SYLVIA
REGION CODE ADDRESS : 20111 APPLE TREE LANE
01 CITY : CUPERTINO
STATE/ZIP : CA 95014
MORTGAGE AMOUNT : 385,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 385,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,063.24 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 74.03800
----------------------------------------------------------------
00030664056 MORTGAGORS: MARTINEZ MIGUEL
MARTINEZ MARIA
REGION CODE ADDRESS : 8937 GOLDEN OAK COURT
01 CITY : HICKORY HILLS
STATE/ZIP : IL 60458
MORTGAGE AMOUNT : 260,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,119.52 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 89.82700
----------------------------------------------------------------
00030664106 MORTGAGORS: RAFTER JOHN
RAFTER JEAN
REGION CODE ADDRESS : 5595 BLUEBROOK LANE
01 CITY : YORBA LINDA
STATE/ZIP : CA 92686
MORTGAGE AMOUNT : 303,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 303,111.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,305.30 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,744,300.00 P & I AMT: 13,576.49
UPB AMT: 1,743,757.80
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 74
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030664130 MORTGAGORS: SOBB DAVID
THOMAS JENNIFER
REGION CODE ADDRESS : 785 E HEARTSTRONG STREET
01 CITY : SUPERIOR
STATE/ZIP : CO 80027
MORTGAGE AMOUNT : 416,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 414,094.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,125.27 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 04/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030664148 MORTGAGORS: GIDWANEY ANIL
GIDWANEY ANGELI
REGION CODE ADDRESS : 3123 LAKE AVENUE
01 CITY : WILMETTE
STATE/ZIP : IL 60097
MORTGAGE AMOUNT : 212,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 212,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,648.92 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 94.22180
----------------------------------------------------------------
00030664221 MORTGAGORS: NGUYEN MINH
NGUYEN KIM
REGION CODE ADDRESS : 13031 BACH WAY
01 CITY : CERRITOS
STATE/ZIP : CA 90703
MORTGAGE AMOUNT : 315,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,367.24 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 79.99400
----------------------------------------------------------------
00030664262 MORTGAGORS: MC GOWAN THOMAS
MC GOWAN JAN
REGION CODE ADDRESS : 1164 SPRING HILL WAY
01 CITY : SAN JOSE
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 500,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,756.34 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030664775 MORTGAGORS: CROSIER THOMAS
CROSIER MELANIE
REGION CODE ADDRESS : 18962 K-Z ROAD
01 CITY : CYPRESS
STATE/ZIP : TX 77429
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,797.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,983.34 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 04/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030665020 MORTGAGORS: SULLIVAN JOHN
SULLIVAN DARYL
REGION CODE ADDRESS : 238 WINDSONG DR
01 CITY : HENDERSON
STATE/ZIP : NV 89014
MORTGAGE AMOUNT : 255,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,478.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,875.87 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 79.99400
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,962,750.00 P & I AMT: 14,756.98
UPB AMT: 1,959,469.63
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 75
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030665038 MORTGAGORS: HARDING SANDRA
HARDING DAVID
REGION CODE ADDRESS : 8265 PRIVATE LANE
01 CITY : ANNANDALE
STATE/ZIP : VA 22003
MORTGAGE AMOUNT : 364,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 363,743.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,607.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030665053 MORTGAGORS: SCHWEFEL JOHN
SCHWEFEL KELLY
REGION CODE ADDRESS : 10605 313TH AVENUE
01 CITY : PRINCETON
STATE/ZIP : MN 55371
MORTGAGE AMOUNT : 234,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,858.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,799.26 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 89.99600
----------------------------------------------------------------
00030665152 MORTGAGORS: MADDALONE ANTHONY
MADDALONE JUDITH
REGION CODE ADDRESS : 1 FOXGLOVE DRIVE
01 CITY : WARREN
STATE/ZIP : NJ 07059
MORTGAGE AMOUNT : 418,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 418,015.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,327.78 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 78.77300
----------------------------------------------------------------
00030665236 MORTGAGORS: BRENDIS LEO
BRENDIS SUZANNE
REGION CODE ADDRESS : 2730 PASATIEMPO GLEN
01 CITY : ESCONDIDO
STATE/ZIP : CA 92025
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,781.99 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030665244 MORTGAGORS: SHREDNICK-DAVAJAN ANDREA
REGION CODE ADDRESS : 3603 RIDGE ROAD
01 CITY : DELAFIELD
STATE/ZIP : WI 53018
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,858.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,866.70 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 78.68800
----------------------------------------------------------------
00030665368 MORTGAGORS: SCHINDLER ROBERT
SCHINDLER PATRICIA
REGION CODE ADDRESS : 7421 HENON DRIVE
01 CITY : SEBASTOPOL
STATE/ZIP : CA 95472
MORTGAGE AMOUNT : 304,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,668.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,263.18 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 08/01/25
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,800,250.00 P & I AMT: 13,646.65
UPB AMT: 1,797,144.10
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 76
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030665392 MORTGAGORS: MATTHEWS C.
MATTHEWS THERESA
REGION CODE ADDRESS : 2311 RICHBOROUGH ROAD
01 CITY : CLARKSON VALLEY
STATE/ZIP : MO 63017
MORTGAGE AMOUNT : 235,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 234,838.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,703.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 82.45600
----------------------------------------------------------------
00030665848 MORTGAGORS: THOMPSON FORREST
REGION CODE ADDRESS : 413 LOWER ARMSTRONG RD
01 CITY : BELMONT
STATE/ZIP : NC 28012
MORTGAGE AMOUNT : 311,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,459.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,446.64 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 79.53900
----------------------------------------------------------------
00030665855 MORTGAGORS: ROBERTS JOHN
ROBERTS LORI
REGION CODE ADDRESS : 2340 FOX STREET
01 CITY : ORONO
STATE/ZIP : MN 55391
MORTGAGE AMOUNT : 247,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,878.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,076.91 OUTSIDE CONV DATE :
LIFETIME RATE : 9.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.50000 PRODUCT CODE : 002
LTV : 79.98700
----------------------------------------------------------------
00030665921 MORTGAGORS: CUNHA KENNETH
MCPEEK-CUNHA JENNIFER
REGION CODE ADDRESS : 1145 LONGLEA TERRACE
01 CITY : WEST PALM BEACH
STATE/ZIP : FL 33414
MORTGAGE AMOUNT : 219,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 218,927.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,647.90 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 87.08600
----------------------------------------------------------------
00030665947 MORTGAGORS: PRIMELLES ENRIQUE
PRIMELLES MARIA
REGION CODE ADDRESS : 5860 SW 93RD ST
01 CITY : MIAMI
STATE/ZIP : FL 33156
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,289.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,229.84 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 07/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 74.35800
----------------------------------------------------------------
00030665970 MORTGAGORS: ALBERT ALAN
ALBERT PAMELA
REGION CODE ADDRESS : 1229 E. BAYSHORE DR
01 CITY : VIRGINIA BEACH
STATE/ZIP : VA 23451
MORTGAGE AMOUNT : 392,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 390,232.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,910.59 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 07/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,694,350.00 P & I AMT: 13,015.79
UPB AMT: 1,690,626.30
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 77
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030665988 MORTGAGORS: KENNEDY JOHN
KENNEDY ISABEL
REGION CODE ADDRESS : 32 VARDON WAY
01 CITY : HOWELL
STATE/ZIP : NJ 07727
MORTGAGE AMOUNT : 298,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,700.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,139.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 89.99000
----------------------------------------------------------------
00030665996 MORTGAGORS: MOUNTS LARRY
MOUNTS GAYNELLE
REGION CODE ADDRESS : 4627 KNIGHT PLACE
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22311
MORTGAGE AMOUNT : 225,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 225,292.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,656.47 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 79.99200
----------------------------------------------------------------
00030666002 MORTGAGORS: PETRUCCI MICHAEL
PETRUCCI JILL
REGION CODE ADDRESS : 11 ELSINORE DR
01 CITY : MOUNT HOLLY
STATE/ZIP : NJ 08060
MORTGAGE AMOUNT : 222,210.00 OPTION TO CONVERT :
UNPAID BALANCE : 221,637.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,669.38 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 07/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030666010 MORTGAGORS: TURNER DONALD
TURNER CAROL
REGION CODE ADDRESS : 13 WOODCOCK LANE
01 CITY : WESTPORT
STATE/ZIP : CT 06880
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,302.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,360.10 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 07/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 75.94900
----------------------------------------------------------------
00030666036 MORTGAGORS: BROUSELL RONALD
BROUSELL MARILU
REGION CODE ADDRESS : 2 MEADOW LANE
01 CITY : WEST LONG BRANCH
STATE/ZIP : NJ 07764
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,545.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,212.71 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 56.12200
----------------------------------------------------------------
00030666044 MORTGAGORS: WINSTON KENNETH
WINSTON BRITT
REGION CODE ADDRESS : 40 VALLEY POND RD
01 CITY : KATONAH
STATE/ZIP : NY 10536
MORTGAGE AMOUNT : 236,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,783.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,754.14 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,557,910.00 P & I AMT: 11,792.73
UPB AMT: 1,555,261.18
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 78
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030666069 MORTGAGORS: MAHADY PAUL
MAHADY DIANE
REGION CODE ADDRESS : 111 LUDLOW AVE
01 CITY : SPRING LAKE
STATE/ZIP : NJ 07762
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 448,840.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,380.70 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 07/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 66.17600
----------------------------------------------------------------
00030666077 MORTGAGORS: CROSBY ANN
REGION CODE ADDRESS : 808 CLOVERFIELD CT
01 CITY : BRENTWOOD
STATE/ZIP : TN 37027
MORTGAGE AMOUNT : 229,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 228,894.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,805.48 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 07/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030666093 MORTGAGORS: BRADY ELIZABETH
REGION CODE ADDRESS : 52 HIGHWOOD
01 CITY : SIMSBURY
STATE/ZIP : CT 06070
MORTGAGE AMOUNT : 415,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 410,021.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,191.00 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 79.04700
----------------------------------------------------------------
00030666119 MORTGAGORS: KAHN RONALD
KAHN JUDITH
REGION CODE ADDRESS : 210 KNOLLWOOD AVE
01 CITY : MAMARONECK
STATE/ZIP : NY 10543
MORTGAGE AMOUNT : 222,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,222.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,771.10 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 79.50000
----------------------------------------------------------------
00030666127 MORTGAGORS: CRUMP CHARLES
CRUMP CAROLYN
REGION CODE ADDRESS : 1213 SUMMERVILLE LANE
01 CITY : DURHAM
STATE/ZIP : NC 27712
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,971.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,360.10 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 68.69000
----------------------------------------------------------------
00030666143 MORTGAGORS: LA CAVA MICHAEL
LA CAVA ROSANNE
REGION CODE ADDRESS : 80 CANTERBURY DRIVE
01 CITY : FREEHOLD
STATE/ZIP : NJ 07728
MORTGAGE AMOUNT : 271,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,566.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,062.83 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 79.99000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,888,500.00 P & I AMT: 14,571.21
UPB AMT: 1,879,517.60
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 79
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030666168 MORTGAGORS: JACKSON RICHARD
REGION CODE ADDRESS : 7514 RADNOR ROAD
01 CITY : BETHSEDA
STATE/ZIP : MD 20817
MORTGAGE AMOUNT : 325,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,312.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,621.87 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030666267 MORTGAGORS: WILLIAMS-MEYERS SUSAN
REGION CODE ADDRESS : 3670 MACE COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95127
MORTGAGE AMOUNT : 240,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,011.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,889.26 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 89.99400
----------------------------------------------------------------
00030666275 MORTGAGORS: HENDERSON WALKER
HENDERSON ANNE
REGION CODE ADDRESS : 2994 NEEDHAM CT
01 CITY : DELRAY BEACH
STATE/ZIP : FL 33445
MORTGAGE AMOUNT : 289,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,104.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,306.57 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 79.99500
----------------------------------------------------------------
00030666283 MORTGAGORS: KELLER RAYMOND
SUTHERLAND ANN
REGION CODE ADDRESS : 1574 BROWNS GAP TURNPIKE
01 CITY : CHARLOTTESVILLE
STATE/ZIP : VA 22901
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,562.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,132.25 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 72.24600
----------------------------------------------------------------
00030666309 MORTGAGORS: GENSHEIMER ROBERT
GENSHEIMER MICHELE
REGION CODE ADDRESS : 28 DEIRE DRIVE
01 CITY : SPARTA
STATE/ZIP : NJ 07821
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,605.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,993.40 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 63.63600
----------------------------------------------------------------
00030666358 MORTGAGORS: FANNING GERALD
FANNING ELIZABETH
REGION CODE ADDRESS : 5 DEER PATH RD
01 CITY : WARREN
STATE/ZIP : NJ 07059
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,078.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,494.79 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 71.57800
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,705,900.00 P & I AMT: 13,438.14
UPB AMT: 1,702,674.93
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 80
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030666556 MORTGAGORS: SHELDON ROBERT
SHELDON THERESA
REGION CODE ADDRESS : 1612 ROANOKE STREET
01 CITY : PLACENTIA
STATE/ZIP : CA 92670
MORTGAGE AMOUNT : 236,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,864.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,856.61 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030666697 MORTGAGORS: MANCUSO MARK
MANCUSO PAMELA
REGION CODE ADDRESS : 35 BEECHWOOD PL
01 CITY : FAIR HAVEN
STATE/ZIP : NJ 07704
MORTGAGE AMOUNT : 269,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,255.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,099.25 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 07/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 89.99600
----------------------------------------------------------------
00030666713 MORTGAGORS: COLLINS CHARLES
COLLINS SARAH
REGION CODE ADDRESS : 34 BEACON HILL DR
01 CITY : CHESTER
STATE/ZIP : NJ 07930
MORTGAGE AMOUNT : 488,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 487,900.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,844.99 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 85.00000
----------------------------------------------------------------
00030666721 MORTGAGORS: GIBSON M.
GIBSON JUDY
REGION CODE ADDRESS : 5131 EAST 79TH STREET
01 CITY : TULSA
STATE/ZIP : OK 74136
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,201.29 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 70.75400
----------------------------------------------------------------
00030666739 MORTGAGORS: SMITH BARBARA
ALIBERTO JOANNE
REGION CODE ADDRESS : 23 BEECHWOOD RD
01 CITY : HARTSDALE
STATE/ZIP : NY 10530
MORTGAGE AMOUNT : 256,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,856.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,017.88 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030666812 MORTGAGORS: VELDMAN LESLIE
VELDMAN MARGARET
REGION CODE ADDRESS : 6448 STANLEY AVENUE
01 CITY : CARMICHAEL
STATE/ZIP : CA 95608
MORTGAGE AMOUNT : 302,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,171.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,367.71 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 01/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 65.38800
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,853,900.00 P & I AMT: 14,387.73
UPB AMT: 1,849,048.00
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 81
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030666820 MORTGAGORS: OSUGA JOANNA
NIELSEN ERIC
REGION CODE ADDRESS : 5490 LIONS CROSS CIRCLE
01 CITY : GRANIT BAY
STATE/ZIP : CA 95746
MORTGAGE AMOUNT : 430,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 429,746.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,344.50 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030667133 MORTGAGORS: FREELEY AUSTIN
FREELEY JO-ANN
REGION CODE ADDRESS : 56 LOWELL ROAD
01 CITY : PEMBROKE
STATE/ZIP : MA 02359
MORTGAGE AMOUNT : 263,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,250.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,000.89 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030667208 MORTGAGORS: MEDINA VINCENT
MEDINA LESLIE
REGION CODE ADDRESS : 1052 CAMINO REAL
01 CITY : SANTA FE
STATE/ZIP : NM 87501
MORTGAGE AMOUNT : 393,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 393,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,952.48 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00030667349 MORTGAGORS: JOHNSON PORTER
JOHNSON JEANETTE
REGION CODE ADDRESS : 3265 MARINA DRIVE
01 CITY : MARINA
STATE/ZIP : CA 93933
MORTGAGE AMOUNT : 247,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,881.94 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030667356 MORTGAGORS: RUPP PERRY
SAGAR LESLIE
REGION CODE ADDRESS : 2190 OTTINGER ROAD
01 CITY : KELLER
STATE/ZIP : TX 76248
MORTGAGE AMOUNT : 236,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 236,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,793.77 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030667794 MORTGAGORS: WILSON JAMES
WILSON GALE
REGION CODE ADDRESS : 14708 JONES BRIDGE ROAD
01 CITY : BOWIE
STATE/ZIP : MD 20721
MORTGAGE AMOUNT : 274,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,057.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,255.78 OUTSIDE CONV DATE :
LIFETIME RATE : 9.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.25000 PRODUCT CODE : 002
LTV : 89.95000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,844,050.00 P & I AMT: 14,229.36
UPB AMT: 1,843,653.98
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 82
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030668305 MORTGAGORS: PETTY JAMES
REGION CODE ADDRESS : 2002 MUIRFIELD WAY
01 CITY : OLDSMAR
STATE/ZIP : FL 34677
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,765.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,568.18 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 05/01/25
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 78.19400
----------------------------------------------------------------
00030668388 MORTGAGORS: NGO PETER
NGUYEN UYEN
REGION CODE ADDRESS : 1825 TAMBOUR WAY
01 CITY : SAN JOSE
STATE/ZIP : CA 95131
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,139.83 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 79.88200
----------------------------------------------------------------
00030668727 MORTGAGORS: SCHWAB STEVEN
SCHWAB MARTHA
REGION CODE ADDRESS : 13925 BELLETERRE DRIVE
01 CITY : ALPHARETTA
STATE/ZIP : GA 30201
MORTGAGE AMOUNT : 259,825.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,825.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,951.98 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030668735 MORTGAGORS: STEVENS BRANT
STEVENS MICHELLE
REGION CODE ADDRESS : 2318 ATTAWAY WALK
01 CITY : ATLANTA
STATE/ZIP : GA 30319
MORTGAGE AMOUNT : 226,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 226,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,681.76 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 89.98800
----------------------------------------------------------------
00030668818 MORTGAGORS: GOLDBERG FELIX
GOLDBERG JANET
REGION CODE ADDRESS : 855 RIDGE ROAD
01 CITY : LAKE ARROWHEAD
STATE/ZIP : CA 92352
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,306.75 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 47.24400
----------------------------------------------------------------
00030668925 MORTGAGORS: LAU FREDERICK
LAU DORA
REGION CODE ADDRESS : 13037 BACH WAY
01 CITY : CERRITOS
STATE/ZIP : CA 90703
MORTGAGE AMOUNT : 323,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 323,850.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,432.98 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 79.98900
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,732,175.00 P & I AMT: 13,081.48
UPB AMT: 1,731,940.15
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 83
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030669022 MORTGAGORS: FORTNA RUSSELL
FORTNA BARBARA
REGION CODE ADDRESS : 16890 E. 116TH CT.
01 CITY : COMMERCE CITY
STATE/ZIP : CO 80022
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,531.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,968.42 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 76.41700
----------------------------------------------------------------
00030669394 MORTGAGORS: JACOBS MICHAEL
REGION CODE ADDRESS : 6656 LACASSE DRIVE
01 CITY : LINO LAKES
STATE/ZIP : MN 55014
MORTGAGE AMOUNT : 301,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,700.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,454.73 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 89.99300
----------------------------------------------------------------
00030669634 MORTGAGORS: PICKETT RORY
PICKETT TERRY
REGION CODE ADDRESS : 5435 ROUNDUP DR.
01 CITY : COLORADO SPRINGS
STATE/ZIP : CO 80918
MORTGAGE AMOUNT : 214,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 214,066.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,628.07 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 89.91700
----------------------------------------------------------------
00030669667 MORTGAGORS: VIGNA MARK
VIGNA NANCY
REGION CODE ADDRESS : 4047 PRINCETON RIDGE
01 CITY : EUREKA
STATE/ZIP : MO 63025
MORTGAGE AMOUNT : 225,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 224,856.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,690.35 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00030669691 MORTGAGORS: MCGUIRK KEVIN
ROGERS SUSAN
REGION CODE ADDRESS : 580 CLIPPER HILL ROAD
01 CITY : DANVILLE
STATE/ZIP : CA 94526
MORTGAGE AMOUNT : 377,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 377,041.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,902.65 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 74.75200
----------------------------------------------------------------
00030669717 MORTGAGORS: EATON CHARLES
EATON NANCY
REGION CODE ADDRESS : 5307 JOSEPH LANE
01 CITY : SAN JOSE
STATE/ZIP : CA 95118
MORTGAGE AMOUNT : 222,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,150.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,631.16 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,596,700.00 P & I AMT: 12,275.38
UPB AMT: 1,595,346.67
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 84
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030669758 MORTGAGORS: STEVENSON DONALD
STEVENSON EDNA
REGION CODE ADDRESS : 1909 CARROLLTON RD
01 CITY : ANNAPOLIS
STATE/ZIP : MD 21401
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,846.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,803.04 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00030669824 MORTGAGORS: PANG ANTHONY
PANG MICHELE
REGION CODE ADDRESS : 1027 CROTON DR
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22308
MORTGAGE AMOUNT : 222,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,611.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030670293 MORTGAGORS: LEONARD LARRY
LEONARD JILL
REGION CODE ADDRESS : 36 PURDUE DRIVE
01 CITY : RICHBORO
STATE/ZIP : PA 18954
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,792.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,957.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 74.48100
----------------------------------------------------------------
00030670301 MORTGAGORS: MUNANA PAUL
MUNANA KAREN
REGION CODE ADDRESS : 5053 SUNSET FAIRWAYS DRIVE
01 CITY : HOLLY SPRINGS
STATE/ZIP : NC 27540
MORTGAGE AMOUNT : 253,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,653.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,996.65 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030670590 MORTGAGORS: PAULAITIS MICHAEL
PAULAITIS LINDA
REGION CODE ADDRESS : 1739 MONKTON FARMS DR
01 CITY : MONKTON
STATE/ZIP : MD 21111
MORTGAGE AMOUNT : 373,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 372,816.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,871.90 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030670608 MORTGAGORS: OSTERDAY STEPHEN
OSTERDAY LINDA
REGION CODE ADDRESS : 9606 LARKVIEW CT
01 CITY : FAIRFAX
STATE/ZIP : VA 22039
MORTGAGE AMOUNT : 261,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,281.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,011.48 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,631,200.00 P & I AMT: 12,252.71
UPB AMT: 1,629,691.40
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 85
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030670616 MORTGAGORS: BAILEY ROBERT
BAILEY SUSAN
REGION CODE ADDRESS : 8405 LEE JACKSON CIRCLE
01 CITY : SPOTSYLVANIA
STATE/ZIP : VA 22553
MORTGAGE AMOUNT : 238,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,687.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,767.14 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 76.77400
----------------------------------------------------------------
00030670632 MORTGAGORS: QUARLES HARRY
QUARLES VIRGINIA
REGION CODE ADDRESS : 66 POOR FARM RD
01 CITY : HARVARD
STATE/ZIP : MA 01451
MORTGAGE AMOUNT : 246,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,838.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,826.55 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 76.39700
----------------------------------------------------------------
00030670657 MORTGAGORS: DOWIS DAVID
DOWIS LINDA
REGION CODE ADDRESS : 3515 S PUCKETT RD
01 CITY : BUFORD
STATE/ZIP : GA 30519
MORTGAGE AMOUNT : 235,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 234,714.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,806.95 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 75.80600
----------------------------------------------------------------
00030670665 MORTGAGORS: GABLE JERRY
GABLE BRENDA
REGION CODE ADDRESS : 3526 HIGH POINT CT.
01 CITY : BEAVERCREEK
STATE/ZIP : OH 45440
MORTGAGE AMOUNT : 236,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,903.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,794.15 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 94.98900
----------------------------------------------------------------
00030670681 MORTGAGORS: HEMBERGER STEPHEN
HEMBERGER NINA
REGION CODE ADDRESS : 166 WALTER RD
01 CITY : YORK
STATE/ZIP : PA 17402
MORTGAGE AMOUNT : 257,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,581.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,913.79 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 66.08900
----------------------------------------------------------------
00030670699 MORTGAGORS: JAGER THOMAS
JAGER LINDA
REGION CODE ADDRESS : 5859 CRAIGEN BLUFF
01 CITY : BETTENDORF
STATE/ZIP : IA 52722
MORTGAGE AMOUNT : 225,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 224,724.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,730.06 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 57.69200
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,437,800.00 P & I AMT: 10,838.64
UPB AMT: 1,436,449.41
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 86
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030670707 MORTGAGORS: FULLER LAWRENCE
FULLER CHRISTINE
REGION CODE ADDRESS : 1111 DUNBAR DR
01 CITY : COLUMBIA
STATE/ZIP : MO 65203
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,677.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,037.62 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 65.43200
----------------------------------------------------------------
00030670723 MORTGAGORS: PINKARD LOWELL
PINKARD LUANN
REGION CODE ADDRESS : 3 OVERHILL ROAD
01 CITY : ROME
STATE/ZIP : GA 30161
MORTGAGE AMOUNT : 230,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,741.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,829.99 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 48.42100
----------------------------------------------------------------
00030670764 MORTGAGORS: GARCIA RAYMOND
GARCIA DIEDRA
REGION CODE ADDRESS : 7819 W OXFORD CIRCLE
01 CITY : LAKEWOOD
STATE/ZIP : CO 80235
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,707.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,068.68 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030670780 MORTGAGORS: CALL MICHAEL
CALL FREDA
REGION CODE ADDRESS : 5818 BRUNTSFIELD PLACE
01 CITY : CHARLOTTE
STATE/ZIP : NC 28277
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,724.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,175.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 05/01/26
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 60.60606
----------------------------------------------------------------
00030670822 MORTGAGORS: JASKULSKI CHARLES
JASKULSKI KATHLEEN
REGION CODE ADDRESS : 120 LINK ROAD
01 CITY : FLEETWOOD
STATE/ZIP : PA 19522
MORTGAGE AMOUNT : 216,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 215,701.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,566.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030670830 MORTGAGORS: HURLOW ROBERT
HURLOW SHARMAN
REGION CODE ADDRESS : 615 EMPORIA ROAD
01 CITY : BOULDER
STATE/ZIP : CO 80303
MORTGAGE AMOUNT : 468,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 464,843.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,474.89 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 01/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,739,000.00 P & I AMT: 13,152.54
UPB AMT: 1,731,395.94
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 87
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030670848 MORTGAGORS: SIMON ARLEN
SIMON DONNA
REGION CODE ADDRESS : 1050 SOUTH UNION AVENUE
01 CITY : EAST WENATCHEE
STATE/ZIP : WA 98802
MORTGAGE AMOUNT : 224,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 224,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,723.14 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030670863 MORTGAGORS: NGUYEN PHILLIP
TRAN LINH
REGION CODE ADDRESS : 20385 WINFIELD PLACE
01 CITY : STERLING
STATE/ZIP : VA 20165
MORTGAGE AMOUNT : 227,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,216.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,729.17 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 68.93939
----------------------------------------------------------------
00030670871 MORTGAGORS: TRAN TUAN
TRAN SANDIE
REGION CODE ADDRESS : 1848 TAMBOUR WAY
01 CITY : SAN JOSE
STATE/ZIP : CA 95131
MORTGAGE AMOUNT : 275,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,764.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,319.92 OUTSIDE CONV DATE :
LIFETIME RATE : 9.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.50000 PRODUCT CODE : 002
LTV : 79.99400
----------------------------------------------------------------
00030670905 MORTGAGORS: ZALNERAITIS BRUCE
STEWART BRENDA
REGION CODE ADDRESS : 2625 THORNHILL DRIVE
01 CITY : SAN CARLOS
STATE/ZIP : CA 94070
MORTGAGE AMOUNT : 266,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,242.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,072.03 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030670913 MORTGAGORS: KIM HEUNG
REGION CODE ADDRESS : 4521 ORR DRIVE
01 CITY : CHANTILLY
STATE/ZIP : VA 22021
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,676.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,202.77 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 87.50000
----------------------------------------------------------------
00030670962 MORTGAGORS: NONAS NICHOLAS
REGION CODE ADDRESS : 5435 E. 6TH AVE
01 CITY : PARKWAY
STATE/ZIP : CO 80220
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,584.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,832.13 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 55.38400
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,633,900.00 P & I AMT: 12,879.16
UPB AMT: 1,632,584.05
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 88
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030670970 MORTGAGORS: ROBERTS TERRELL
ROBERTS JOANNA
REGION CODE ADDRESS : 10201 DRUMM AVENUE
01 CITY : KENSINGTON
STATE/ZIP : MD 20895
MORTGAGE AMOUNT : 228,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,858.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,732.97 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030670996 MORTGAGORS: DEMPSKI ROBERT
DEMPSKI JANET
REGION CODE ADDRESS : 1943 WINDSOR COURT
01 CITY : MEXICO
STATE/ZIP : MO 65265
MORTGAGE AMOUNT : 250,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,991.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,925.74 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 84.89800
----------------------------------------------------------------
00030671051 MORTGAGORS: FAUNI HENRY
FAUNI IMELDA
REGION CODE ADDRESS : 13819 CARROTWOOD COURT
01 CITY : CHINO
STATE/ZIP : CA 91710
MORTGAGE AMOUNT : 224,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 224,823.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,789.80 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 89.98300
----------------------------------------------------------------
00030671077 MORTGAGORS: ROSE MICHAEL
REGION CODE ADDRESS : 2847N WOLCOTT #B
01 CITY : CHICAGO
STATE/ZIP : IL 60657
MORTGAGE AMOUNT : 230,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,747.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,850.64 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 89.84300
----------------------------------------------------------------
00030671143 MORTGAGORS: CATHEY DARREN
CATHEY LISA
REGION CODE ADDRESS : LOT 10 NORTH FORK ROAD
01 CITY : PURCELLEVILLE
STATE/ZIP : VA 22132
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,645.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,791.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.36508
----------------------------------------------------------------
00030671226 MORTGAGORS: PUTRICK LARRY
PUTRICK A.
REGION CODE ADDRESS : 1945 179TH PLACE NE
01 CITY : BELLEVUE
STATE/ZIP : WA 98008
MORTGAGE AMOUNT : 231,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 231,609.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,781.96 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,415,150.00 P & I AMT: 10,872.15
UPB AMT: 1,413,677.10
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 89
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030671465 MORTGAGORS: TYMINSKI FRANK
TYMINSKI CARROLL
REGION CODE ADDRESS : 443 MELRIE DRIVE
01 CITY : YORK
STATE/ZIP : PA 17403
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,650.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,975.04 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 79.40200
----------------------------------------------------------------
00030671507 MORTGAGORS: MCKINNIS GREG
CHOE YUNG-UN
REGION CODE ADDRESS : 7 DUKES LANE
01 CITY : LINCOLNSHIRE
STATE/ZIP : IL 60069
MORTGAGE AMOUNT : 259,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,200.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,041.49 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 71.58600
----------------------------------------------------------------
00030671515 MORTGAGORS: RANDALL BRUCE
RANDALL JACQUELINE
REGION CODE ADDRESS : 75 TALL TIMBER RD
01 CITY : MIDDLETOWN
STATE/ZIP : NJ 07748
MORTGAGE AMOUNT : 234,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,708.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,778.57 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 88.63600
----------------------------------------------------------------
00030671531 MORTGAGORS: FOSTER BERRY
FOSTER SUZANNA
REGION CODE ADDRESS : 11208 HARRINGTON COURT
01 CITY : MANASSAS
STATE/ZIP : VA 22111
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,708.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,845.40 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 88.39700
----------------------------------------------------------------
00030671549 MORTGAGORS: PRILL DAVID
PRILL JANE
REGION CODE ADDRESS : 581 OXFORD CIRCLE
01 CITY : ELK GROVE
STATE/ZIP : IL 60007
MORTGAGE AMOUNT : 215,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 214,724.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,615.23 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 75.43800
----------------------------------------------------------------
00030671556 MORTGAGORS: DOERR DALE
DOERR ANGELINE
REGION CODE ADDRESS : 9 WARRIDGE
01 CITY : LADUE
STATE/ZIP : MO 63124
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 423,618.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,654.69 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 09/01/16
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 55.41000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,639,500.00 P & I AMT: 12,910.42
UPB AMT: 1,636,610.36
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 90
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030671564 MORTGAGORS: ETHIER DONALD
EITHER PATRICIA
REGION CODE ADDRESS : 5023 HUMMINGBIRD LANE
01 CITY : GAINESVILLE
STATE/ZIP : VA 22065
MORTGAGE AMOUNT : 243,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,704.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,868.46 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030671598 MORTGAGORS: PATTERSON MARY
REGION CODE ADDRESS : 6096 BENDERS FERRY RD
01 CITY : MOUNT JULIET
STATE/ZIP : TN 37122
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,843.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,139.83 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030671622 MORTGAGORS: PIELECH THOMAS
SCHMAELING SARA
REGION CODE ADDRESS : 4208 RUSKIN STREET
01 CITY : HOUSTON
STATE/ZIP : TX 77055
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,843.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,061.15 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 70.66600
----------------------------------------------------------------
00030671770 MORTGAGORS: HAMMOND NED
HAMMOND KATHY
REGION CODE ADDRESS : 5901 MCFARLIN COURT
01 CITY : PLANO
STATE/ZIP : TX 75093
MORTGAGE AMOUNT : 484,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 483,714.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,764.51 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030671903 MORTGAGORS: MCCLELLAN SUSAN
MERRILL DARLA
REGION CODE ADDRESS : 7512 APPLEBY DRIVE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92648
MORTGAGE AMOUNT : 224,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,853.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,663.20 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 89.60000
----------------------------------------------------------------
00030671911 MORTGAGORS: FRATZKE WILLIAM
DIXON BARBARA
REGION CODE ADDRESS : 520 SOUTH LONDERRY LANE
01 CITY : ANAHEIM
STATE/ZIP : CA 92807
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,843.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,840.61 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 89.09000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,733,000.00 P & I AMT: 13,337.76
UPB AMT: 1,731,803.06
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 91
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030672018 MORTGAGORS: WILLIAMS ALEXANDER
WILLIAMS JACQUELINE
REGION CODE ADDRESS : 17911 WELLBANK LANE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92649
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,795.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,404.06 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 78.43100
----------------------------------------------------------------
00030672026 MORTGAGORS: THAW CHARLES
KUBY JODY
REGION CODE ADDRESS : 2002 EL VISTA COURT
01 CITY : GLENDALE
STATE/ZIP : CA 91208
MORTGAGE AMOUNT : 235,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,046.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,746.36 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030672067 MORTGAGORS: LAZER EDWARD
LAZER AMY
REGION CODE ADDRESS : 3702 BIRCHMERE CT
01 CITY : OWINGS MILL
STATE/ZIP : MD 21117
MORTGAGE AMOUNT : 236,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,690.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,752.30 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030672109 MORTGAGORS: CAIN THOMAS
CAIN LAURIE
REGION CODE ADDRESS : 9234 NW HOPEDALE COURT
01 CITY : PORTLAND
STATE/ZIP : OR 97229
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,667.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,953.29 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 67.53200
----------------------------------------------------------------
00030672117 MORTGAGORS: BRADLEY THOMAS
BRADLEY SUSAN
REGION CODE ADDRESS : 683 PARK HILL ROAD
01 CITY : DANVILLE
STATE/ZIP : CA 94526
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,280.22 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 73.52900
----------------------------------------------------------------
00030672125 MORTGAGORS: SELSKY EVAN
SELSKY ANN
REGION CODE ADDRESS : 3731 E. MISSION LANE
01 CITY : PHOENIX
STATE/ZIP : AZ 85028
MORTGAGE AMOUNT : 545,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 544,661.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,142.39 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 68.55000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,896,200.00 P & I AMT: 14,278.62
UPB AMT: 1,894,860.81
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 92
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030672141 MORTGAGORS: KNIGHT AIDA
MELENDEZ MICHAEL
REGION CODE ADDRESS : 11947 HAMMACK ST
01 CITY : LOS ANGELES
STATE/ZIP : CA 90230
MORTGAGE AMOUNT : 216,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 215,671.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,641.76 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030672190 MORTGAGORS: WAY MICHAEL
WAY KATHY
REGION CODE ADDRESS : 686 WYNDHAM WOODS CIRCLE
01 CITY : HARRISONBURG
STATE/ZIP : VA 22801
MORTGAGE AMOUNT : 236,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 236,345.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,756.01 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 89.24500
----------------------------------------------------------------
00030672216 MORTGAGORS: REISCH AVI
REGION CODE ADDRESS : 329 MAYFAIR DR NORTH
01 CITY : BROOKLYN
STATE/ZIP : NY 11234
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 424,545.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,457.95 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 77.27200
----------------------------------------------------------------
00030672257 MORTGAGORS: DOUGLAS RAY
DOUGLAS DONNA
REGION CODE ADDRESS : 1 EAGLE CT
01 CITY : NEW CITY
STATE/ZIP : NY 10956
MORTGAGE AMOUNT : 243,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,870.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,977.13 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030672331 MORTGAGORS: KIM JEEHEE
REGION CODE ADDRESS : 46 MANOR RD
01 CITY : HARINGTON PARK
STATE/ZIP : NJ 07640
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,716.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,005.03 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030672349 MORTGAGORS: FENDELL FREDERICK
FENDELL KATHERINE
REGION CODE ADDRESS : 14337 W. 56TH WAY
01 CITY : ARVADA
STATE/ZIP : CO 80002
MORTGAGE AMOUNT : 250,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,144.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,902.46 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 79.98900
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,622,800.00 P & I AMT: 12,740.34
UPB AMT: 1,621,293.85
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 93
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030672356 MORTGAGORS: UCCI TERRI
REGION CODE ADDRESS : 1347 PRESTWICK
01 CITY : ITASCA
STATE/ZIP : IL 60143
MORTGAGE AMOUNT : 337,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 337,379.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,506.67 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 76.38000
----------------------------------------------------------------
00030672364 MORTGAGORS: PARTRIDGE FRANK
PARTRIDGE ABIGAIL
REGION CODE ADDRESS : 1516 GATEWAY COURT
01 CITY : DAVIS
STATE/ZIP : CA 95616
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 499,689.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,800.37 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 79.36500
----------------------------------------------------------------
00030672380 MORTGAGORS: SMART JOHN
SMART BETH
REGION CODE ADDRESS : 138 OHLONE COURT
01 CITY : LOS GATOS
STATE/ZIP : CA 95030
MORTGAGE AMOUNT : 580,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 579,648.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,459.70 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 78.37800
----------------------------------------------------------------
00030672406 MORTGAGORS: BARNES STEPHEN
BARNES SHERI
REGION CODE ADDRESS : 3690 BOZEMAN DRIVE
01 CITY : RENO
STATE/ZIP : NV 89511
MORTGAGE AMOUNT : 251,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,051.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,953.81 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 94.95300
----------------------------------------------------------------
00030672430 MORTGAGORS: GERARD BARBARA
SLOVACEK CHARLES
REGION CODE ADDRESS : 1859 WESTLAKE DRIVE
01 CITY : AUSTIN
STATE/ZIP : TX 78746
MORTGAGE AMOUNT : 585,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 585,245.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,502.76 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 74.88400
----------------------------------------------------------------
00030672497 MORTGAGORS: GRAY ROBERT
GRAY JUDITH
REGION CODE ADDRESS : 5312 CARVEL ROAD
01 CITY : BETHESDA
STATE/ZIP : MD 20816
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,654.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,812.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 63.29100
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 2,504,400.00 P & I AMT: 19,035.98
UPB AMT: 2,502,668.71
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 94
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030672521 MORTGAGORS: MISRA TUSHAR
MISRA KAREN
REGION CODE ADDRESS : 510 SHERRY ANN COURT
01 CITY : LEESBURG
STATE/ZIP : VA 22075
MORTGAGE AMOUNT : 233,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,700.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,796.95 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030672620 MORTGAGORS: FLYNN ROBERT
FLYNN LAURE
REGION CODE ADDRESS : 14 HOWLAND FARM
01 CITY : E. GREENWICH
STATE/ZIP : RI 02818
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,528.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,568.18 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 72.46300
----------------------------------------------------------------
00030672638 MORTGAGORS: WRIGHT WILLIAM
VEIGA ANAMARIA
REGION CODE ADDRESS : 14409 YAKIMA TRAIL
01 CITY : ORLANDO
STATE/ZIP : FL 32837
MORTGAGE AMOUNT : 216,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 216,250.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,570.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 87.82100
----------------------------------------------------------------
00030672661 MORTGAGORS: MAZZONE SALVATORE
MAZZONE SUE
REGION CODE ADDRESS : 2383 COUNTY RD 68
01 CITY : NEDERLAND
STATE/ZIP : CO 80466
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,645.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,004.74 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 69.23000
----------------------------------------------------------------
00030672679 MORTGAGORS: SMITH JON
SMITH LADONNA
REGION CODE ADDRESS : 0345 262 ROAD
01 CITY : SILT
STATE/ZIP : CO 81652
MORTGAGE AMOUNT : 368,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 368,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,862.27 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030672687 MORTGAGORS: RAMOS JOSEPH
RAMOS CHRISTINE
REGION CODE ADDRESS : 35 ABBEY RD
01 CITY : MANHASSET
STATE/ZIP : NY 11030
MORTGAGE AMOUNT : 432,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 431,724.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,245.47 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,870,250.00 P & I AMT: 14,047.75
UPB AMT: 1,868,849.81
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 95
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030672828 MORTGAGORS: SCOTT CRAIG
SCOTT DANA
REGION CODE ADDRESS : 661 HERITAGE DRIVE
01 CITY : WEST CHESTER
STATE/ZIP : PA 19382
MORTGAGE AMOUNT : 246,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,892.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,871.30 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 79.93800
----------------------------------------------------------------
00030672851 MORTGAGORS: MANNING PETER
MANNING JENNIFER
REGION CODE ADDRESS : 2 CENTERBROOK WAY
01 CITY : UPTON
STATE/ZIP : MA 01568
MORTGAGE AMOUNT : 237,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 236,680.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,739.02 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 89.00600
----------------------------------------------------------------
00030672877 MORTGAGORS: MEROLA RONALD
MEROLA TERESA
REGION CODE ADDRESS : 9 BELLWETHER COURT
01 CITY : MEDFORD
STATE/ZIP : NJ 08055
MORTGAGE AMOUNT : 235,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,083.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,727.28 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 86.10000
----------------------------------------------------------------
00030673024 MORTGAGORS: KRANC LISA
REGION CODE ADDRESS : 128 MAIN STREET
01 CITY : BIRMINGHAM
STATE/ZIP : AL 35213
MORTGAGE AMOUNT : 254,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,384.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,888.92 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 05/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030673552 MORTGAGORS: GUILFOYLE ROBERT
GUILFOYLE PATRICIA
REGION CODE ADDRESS : 739 JUANITA AVENUE
01 CITY : SANTA BARBARA
STATE/ZIP : CA 93109
MORTGAGE AMOUNT : 257,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,451.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,026.55 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030673735 MORTGAGORS: GILLESPIE JOSEPH
GILLESPIE SALLY
REGION CODE ADDRESS : 8 COLONIAL DRIVE
01 CITY : HARDING
STATE/ZIP : NJ 07976
MORTGAGE AMOUNT : 512,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 512,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,936.84 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,742,600.00 P & I AMT: 13,189.91
UPB AMT: 1,740,493.03
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. BOX 5260 TMS AG0004961630 00 01
PAGE: 96
CHERRY HILL, N.J. 08034
(800) 257-7818
0----------------------------------------------------------------
00030673800 MORTGAGORS: EVITTS JAMES
EVITTS KAREN
REGION CODE ADDRESS : 205 COLTON CREST DRIVE
01 CITY : ALPHARETTA
STATE/ZIP : GA 30202
MORTGAGE AMOUNT : 230,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 230,050.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,708.12 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 79.98500
----------------------------------------------------------------
00030673818 MORTGAGORS: HEITZ DAVID
HEITZ CHERYL
REGION CODE ADDRESS : 1390 SILVERADO TRAIL
01 CITY : SAINT HELENA
STATE/ZIP : CA 94574
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,478.11 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 67.74100
----------------------------------------------------------------
00030673826 MORTGAGORS: BOND ROGER
BOND TERRY
REGION CODE ADDRESS : 3111 N E 57TH STREET
01 CITY : FT LAUDERDALE
STATE/ZIP : FL 33308
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 400,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,040.29 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 58.82300
----------------------------------------------------------------
00030673917 MORTGAGORS: XXXXXX XXXX
XXXXXX XXXX
REGION CODE ADDRESS : 00 XXXX XXXX XXXX
01 CITY : UPPER PROVIDENCE TWP
STATE/ZIP : PA 19063
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,852.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,100.50 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030673958 MORTGAGORS: XXXXX XXXXXXX
XXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXX XXXX XXXX
01 CITY : LAKE ALMANOR
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,922.29 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 87.71900
----------------------------------------------------------------
00030674295 MORTGAGORS: BIRMINGHAM XXXXX
BIRMINGHAM XXXXXX
REGION CODE ADDRESS : 00000 XXXX XXX XXXXX
01 CITY : XXXX POINT
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 225,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 224,860.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,710.17 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 94.97600
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,684,050.00 P & I AMT: 12,959.48
UPB AMT: 1,683,762.14
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 97
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030674303 MORTGAGORS: XXXX XXXXXX
PRESS XXXXXX
REGION CODE ADDRESS : 10715 XX XXXXX AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 700,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 699,617.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,632.36 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 015
LTV : 70.00000
----------------------------------------------------------------
00030674337 MORTGAGORS: GOOD XXXXXXX
GOOD XXXXXX
REGION CODE ADDRESS : 2601 SARATOGA
01 CITY : MCKINNEY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 350,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 350,403.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,789.54 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 89.98900
----------------------------------------------------------------
00030674345 MORTGAGORS: WHITE XXXX
XXXXX XXXXXX
REGION CODE ADDRESS : 1508 XXXX COURT
01 CITY : HERNDON
STATE/ZIP : VA 22070
MORTGAGE AMOUNT : 261,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,183.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,963.44 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 79.98700
----------------------------------------------------------------
00030674352 MORTGAGORS: XXXXXXXXX XXXXXXX
XXXXXXXX XXXXXXX
REGION CODE ADDRESS : 00 XXXXXXXXX XXXXXX
01 CITY : BOSTON
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 340,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 340,009.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,706.79 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030674378 MORTGAGORS: XXXX XXXX
XXXX XXXXXXX
REGION CODE ADDRESS : 000 XXXX XXXXX XXXXXX
01 CITY : FRESNO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 275,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,118.36 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030674543 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX XXXX
REGION CODE ADDRESS : 3100 PENINSULA DR.
01 CITY : JAMESTOWN
STATE/ZIP : NC 27282
MORTGAGE AMOUNT : 226,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 226,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,700.12 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 94.98100
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 2,153,950.00 P & I AMT: 16,910.61
UPB AMT: 2,153,013.69
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 98
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030674618 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 117 WOODCHASE
01 CITY : LAGRANGE
STATE/ZIP : GA 30240
MORTGAGE AMOUNT : 295,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,959.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,272.14 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 83.12200
----------------------------------------------------------------
00030674832 MORTGAGORS: XXXXXXX XXXXXXXX
XXXXXXX XXX
REGION CODE ADDRESS : 00000 XXXXXXX XX
01 CITY : SAN XXXX
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,850.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,278.18 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
00030674899 MORTGAGORS: XXXXXXXXX XXXXX
XXXXXXXXX XXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXXXX XXX
01 CITY : BROOKEVILLE
STATE/ZIP : MD 20833
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,832.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,052.20 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 73.87100
----------------------------------------------------------------
00030674915 MORTGAGORS: XXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXX XXXXX
01 CITY : WESTON
STATE/ZIP : FL 33327
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,833.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,114.52 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 51.66500
----------------------------------------------------------------
00030674923 MORTGAGORS: XXXXXXXX XXXXX
XXXXXXXX XXXXXXXX X.
REGION CODE ADDRESS : 0000 XXXXXXX XXXXXX
01 CITY : CYPRESS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 224,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 224,820.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,769.69 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 89.98000
----------------------------------------------------------------
00030674949 MORTGAGORS: XXXXXXX XXXXXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 00000 XXXXX XX
01 CITY : HOUSTON
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 225,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 225,763.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,736.98 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,571,350.00 P & I AMT: 12,223.71
UPB AMT: 1,570,059.43
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 99
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030674964 MORTGAGORS: XXXXXXXX XXXXXX
XXXXXXXX XXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXX XX
01 CITY : SOUTH LAKE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 224,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,860.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,702.57 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030674972 MORTGAGORS: XXXXXXX MAC
REGION CODE ADDRESS : 1533 BARN OWL PLACE
01 CITY : SANTA XXXX
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 328,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 327,806.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,551.16 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 89.80600
----------------------------------------------------------------
00030674998 MORTGAGORS: XXXXXXXXXXX XXXXXX
XXXXXXXXXXX XXXXXX
REGION CODE ADDRESS : 000 X XXXXXXXX XXXX XX
01 CITY : FULLERTON
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 401,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 401,362.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,123.61 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030675011 MORTGAGORS: XXXXXXX XXXXXXXX
HAFNEB-XXXXXXX XXXXXXXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXXXX XX
01 CITY : FAIRFIELD
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 229,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 228,861.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,760.82 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 79.79000
----------------------------------------------------------------
00030675037 MORTGAGORS: XXXXXXX XXXXXXXX
REGION CODE ADDRESS : 000 XXXXX XXXXX XXXXXX
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22314
MORTGAGE AMOUNT : 262,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,837.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,991.39 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 43.66600
----------------------------------------------------------------
00030675045 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX XXXX
REGION CODE ADDRESS : 20776 WELLHOUSE COURT
01 CITY : ASHBURN
STATE/ZIP : VA 20147
MORTGAGE AMOUNT : 236,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,853.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,793.78 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,680,600.00 P & I AMT: 12,923.33
UPB AMT: 1,679,581.70
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 000
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030675060 MORTGAGORS: XXXXXXX R
XXXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXX XXXX
01 CITY : VIENNA
STATE/ZIP : VA 22181
MORTGAGE AMOUNT : 244,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,840.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,811.70 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030675078 MORTGAGORS: O'HARA XXXX
X'XXXX XXXXXXXXX
REGION CODE ADDRESS : 00000 XXXXXXXXX XXXXX
01 CITY : OLNEY
STATE/ZIP : MD 20832
MORTGAGE AMOUNT : 282,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,200.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,023.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030675094 MORTGAGORS: XXXXXXXXXX XXXXXX
XXXXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXX XXXX XX
01 CITY : RESTON
STATE/ZIP : VA 20191
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,628.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,025.20 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030675110 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : 7 VILLAGE GREEN
01 CITY : XXXXXX HILLS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,585.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,722.27 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 77.77700
----------------------------------------------------------------
00030675136 MORTGAGORS: XXXXXXXX XXXXXX
XXXXXXXX XXXXXXXXX
REGION CODE ADDRESS : 7005 CASHELL MANOR COURT
01 CITY : ROCKVILLE
STATE/ZIP : MD 20855
MORTGAGE AMOUNT : 247,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,466.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,818.27 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030675144 MORTGAGORS: XXXXX XXXX
REGION CODE ADDRESS : 000 XXXXXXXXXX XXX XXXXX
01 CITY : STEVENSIVILLE
STATE/ZIP : MD 21666
MORTGAGE AMOUNT : 210,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 210,562.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,677.22 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 85.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,611,000.00 P & I AMT: 12,077.81
UPB AMT: 1,609,283.78
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 000
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030675391 MORTGAGORS: XXXXX XXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXX XXXX
01 CITY : WOODBRIDGE
STATE/ZIP : VA 22192
MORTGAGE AMOUNT : 224,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,805.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,663.94 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 94.99700
----------------------------------------------------------------
00030675409 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 00000 X 00XX XXXXXX
01 CITY : PHOENIX
STATE/ZIP : AZ 85254
MORTGAGE AMOUNT : 222,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,521.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,751.59 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 79.99400
----------------------------------------------------------------
00030675482 MORTGAGORS: XXXXXXX XXXXXX
XXXXXXX XXXXXXXX
REGION CODE ADDRESS : 0000 XXX XXXXX XXXXXX
01 CITY : FOUNTAIN VALLEY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 236,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 236,095.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,754.15 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00030675524 MORTGAGORS: XXXXXXXXXXX XXXXX
XXXXXXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXX XXXXXX
01 CITY : SIMI VALLEY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 227,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 226,912.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,745.82 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030675540 MORTGAGORS: XXXXXX XXXXX
XXXXX XXXXXXX
REGION CODE ADDRESS : 00000 XXXXXXXX XXXX
01 CITY : HEALDSBURG
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 563,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 563,425.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,435.02 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 65.26700
----------------------------------------------------------------
00030675557 MORTGAGORS: XXXX XXXXXX
XXXX XXXXXX
REGION CODE ADDRESS : 00000 XXXXXXXXXXX XXXX
01 CITY : SARATOGA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 504,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 503,702.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,920.06 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,977,800.00 P & I AMT: 15,270.58
UPB AMT: 1,976,463.73
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 000
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030675565 MORTGAGORS: XXXXXXXX XXXXXXX
REGION CODE ADDRESS : 000 XXXXXXXXX XXXXXX XXXXX
01 CITY : JACKSONVILLE
STATE/ZIP : FL 32259
MORTGAGE AMOUNT : 225,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 225,373.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,794.18 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 94.99300
----------------------------------------------------------------
00030675573 MORTGAGORS: XXXXXXXX XXXXXXX
XXXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXX XXXXXX XXXXX
01 CITY : RANCHO MURIETA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 270,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,585.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,081.84 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030675581 MORTGAGORS: XXXXXXXX XXXX
XXXXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXXX XXXX
01 CITY : ST HELENA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 480,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 479,353.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,522.07 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030675599 MORTGAGORS: XXXXXXX XXXXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 00000 XXXXXX XX
01 CITY : JENNER
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 650,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,055.63 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 68.42100
----------------------------------------------------------------
00030675607 MORTGAGORS: XXXXX XXXXXX
REGION CODE ADDRESS : 0000 00XX XXXXX XXXX
01 CITY : MUKILTEO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 460,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 459,742.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,659.97 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 74.19300
----------------------------------------------------------------
00030675615 MORTGAGORS: MIRAZIC XXXXX
MIRAZIC XXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXX XXXX
01 CITY : BEL AIR
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 540,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 539,705.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,344.96 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 79.41100
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 2,626,250.00 P & I AMT: 20,458.65
UPB AMT: 2,624,760.41
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 000
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030675623 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX XXXXXXXX
REGION CODE ADDRESS : 00000 XXXXXXXX XXXX
01 CITY : BROOKINGS
STATE/ZIP : OR 97415
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,769.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,146.80 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030675649 MORTGAGORS: XXXXXX XXXXXX
REGION CODE ADDRESS : 418 AND 000 XXXXX XXXXXX XXXXX
01 CITY : LOS ANGELES
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 432,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 432,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,245.48 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 78.54500
----------------------------------------------------------------
00030675656 MORTGAGORS: XXXXX XXXX
XXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXXXX XXXX
01 CITY : LONGVIEW
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 472,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 472,228.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,717.16 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030675763 MORTGAGORS: IRANI HORMUZ
XXXXX XXXXX
REGION CODE ADDRESS : 00000 XXXXXXXXX XXXXX
01 CITY : STUDIO CITY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 254,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,253.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,001.37 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030675771 MORTGAGORS: XXXXXXX XXXXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 0 XXXXXXXXX XXXXXX
01 CITY : NEW PROVIDENCE BOROUGH
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 248,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,767.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,025.13 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030675888 MORTGAGORS: XXXXXXXX XXXXXXX
XXXXXXXX XXXXX
REGION CODE ADDRESS : 5240 VISTA MOUNTAIN
01 CITY : XXXXX XXXXX
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 304,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 303,815.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,337.50 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 2,111,800.00 P & I AMT: 16,473.44
UPB AMT: 2,110,835.03
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 000
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030675920 MORTGAGORS: XXXXXX XXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXXX
01 CITY : HUNTINGTON VALLEY
STATE/ZIP : PA 19006
MORTGAGE AMOUNT : 243,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,582.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,767.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00030675938 MORTGAGORS: XXXXXXXX XXXXXX
XXXXXXXX XXXXXXX
REGION CODE ADDRESS : 00 XXXXXXXX XXXXXX XXXXX
01 CITY : PARKTON
STATE/ZIP : MD 21120
MORTGAGE AMOUNT : 284,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,736.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,241.31 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 93.40900
----------------------------------------------------------------
00030675946 MORTGAGORS: XXXXXXX XXXXXX
XXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXX XXXX XXXXX
01 CITY : CHARLOTTESVILLE
STATE/ZIP : VA 22901
MORTGAGE AMOUNT : 227,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,051.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,686.96 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030675961 MORTGAGORS: XXXXXX XXXXXXXXX
XXXXXX XXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXXX XXX
01 CITY : CORAL SPRINGS
STATE/ZIP : FL 33071
MORTGAGE AMOUNT : 237,375.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,248.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,931.37 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030675979 MORTGAGORS: XXXXXXX XXXXXX
XXXXXXX XXXXXXXX
REGION CODE ADDRESS : 0000 X. XXXXXXXX XXXXX
01 CITY : GILBERT
STATE/ZIP : AZ 85234
MORTGAGE AMOUNT : 307,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 307,054.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,308.27 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 76.81250
----------------------------------------------------------------
00030675987 MORTGAGORS: XXXXXXXXXX XXXX
XXXXXXXXXX XXXXXXX
REGION CODE ADDRESS : 000 XXXXXXXXX XXXXX
01 CITY : MAITLAND
STATE/ZIP : FL 32751
MORTGAGE AMOUNT : 413,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 412,836.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,107.24 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,714,075.00 P & I AMT: 13,042.51
UPB AMT: 1,712,508.71
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 000
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030675995 MORTGAGORS: XXXX XXXXXXX
XXXX XXXXXX
REGION CODE ADDRESS : 0000 X. XXXX XX XXXXXX XXXX
01 CITY : PHOENIX
STATE/ZIP : AZ 85023
MORTGAGE AMOUNT : 243,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,845.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,825.58 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030676019 MORTGAGORS: TRINKINO XXXXXX
XXXXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXXX
01 CITY : EVERGREEN
STATE/ZIP : CO 80439
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,834.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,900.19 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 78.12500
----------------------------------------------------------------
00030676332 MORTGAGORS: XXX XXXXXX
XXX XXXX
REGION CODE ADDRESS : 0000 XXXXXXXXXX XXXXX
01 CITY : HOLLISTER
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 220,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 219,856.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,633.49 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030676365 MORTGAGORS: XXXX XXXX
XXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXX
01 CITY : BURLINGAME
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,399.01 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 89.91300
----------------------------------------------------------------
00030676399 MORTGAGORS: XXXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXX XXXXXX
01 CITY : XXXXXXXX
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,823.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,004.74 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 78.94700
----------------------------------------------------------------
00030676407 MORTGAGORS: XXXXX XXXXXX
XXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXX XXXXXX
01 CITY : REDWOOD CITY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 328,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,580.38 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,623,000.00 P & I AMT: 12,343.39
UPB AMT: 1,622,359.13
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 000
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030676423 MORTGAGORS: XXXXXXXX XXXXXX
XXXXXXXX XXXXXXX
XXXXXX CODE ADDRESS : 000 XXXXX XXXXXXXX XXXXXX
01 CITY : MILL VALLEY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 251,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,343.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,911.58 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 75.07400
----------------------------------------------------------------
00030676555 MORTGAGORS: XXXXX XXXXX
XXXXX XXXX
REGION CODE ADDRESS : 5031 XXXXXXX
01 CITY : EL PASO
STATE/ZIP : TX 79932
MORTGAGE AMOUNT : 246,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,750.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,919.20 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 79.59600
----------------------------------------------------------------
00030676589 MORTGAGORS: ROSE XXXXX
XXXX XXXXXXX
REGION CODE ADDRESS : 000 XXXXXXXX XXXXXX
01 CITY : SOUTH PASADENA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,006.60 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030676647 MORTGAGORS: VAN HORN J
VAN HORN L
REGION CODE ADDRESS : 000 XXXXX XX XXXXXX
00 CITY : TORRANCE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,498.97 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 68.42100
----------------------------------------------------------------
00030676670 MORTGAGORS: XXXXXXX XXXXXXXX
XXXXXXX XXXXXXXX
REGION CODE ADDRESS : 000 XXXXXX XXXXXX #000
01 CITY : CHARLESTOWN
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 211,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 211,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,645.03 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030676696 MORTGAGORS: XXXXXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXX XXXXXXX XXXX
01 CITY : STOCKTON
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,306.75 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 41.37900
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,598,750.00 P & I AMT: 12,288.13
UPB AMT: 1,598,593.68
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 000
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030676746 MORTGAGORS: XXXXXXX XXXXXXX
XXXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXXX XXXXX
01 CITY : SPRING
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,052.20 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030676761 MORTGAGORS: XXXXXXXXXX XXXX
XXXXXXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXXXX
01 CITY : OCEAN CITY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 302,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 302,621.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,355.15 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030676795 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXX XXXX XXXX
01 CITY : XXXXXXXXX
STATE/ZIP : LA 70433
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,193.70 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030676811 MORTGAGORS: XXXXXXX XXXX
XXXXXXX-XXXXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXX XXXXXX XXXXXX
01 CITY : SACRAMENTO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 254,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,799.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,982.98 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 79.68400
----------------------------------------------------------------
00030676837 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : 00000 XXXXXXXXX XXXX
01 CITY : SAN DIEGO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 231,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 231,250.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,737.31 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 89.98000
----------------------------------------------------------------
00030676852 MORTGAGORS: WALL XXXXXXX
XXXX XXX
REGION CODE ADDRESS : 00000 XXX XXXXXX XXXXX
01 CITY : BOCA RATON
STATE/ZIP : FL 33498
MORTGAGE AMOUNT : 241,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,567.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,944.78 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 79.97700
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,592,700.00 P & I AMT: 12,266.12
UPB AMT: 1,592,238.67
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 000
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030676977 MORTGAGORS: XXXXXXXXXX XXXX
XXXXXXXXXX XXXXXXXX
REGION CODE ADDRESS : 0000 XXXX XXXXXX
01 CITY : LAS VEGAS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 247,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,346.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,881.18 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030676993 MORTGAGORS: SERENA C
SERENA XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXX
01 CITY : REDONDO BEACH
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 288,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,579.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,245.87 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00030677066 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXX
REGION CODE ADDRESS : 0000 XXXXXXXXXX XXX
01 CITY : GRANIT BAY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 222,575.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,433.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,672.14 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 94.99900
----------------------------------------------------------------
00030677116 MORTGAGORS: XXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXX
01 CITY : GRANITE BAY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,839.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,037.62 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 72.60274
----------------------------------------------------------------
00030677876 MORTGAGORS: XXXXXX XXXX
XXXXXXX XXXXXXX
REGION CODE ADDRESS : 47 PASO NOGAL COURT
01 CITY : PLEASANT HILL
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,219.41 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030677918 MORTGAGORS: KUAN KIN
XXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXX XXX
01 CITY : BELMONT
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 299,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,299.05 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 72.04800
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,614,825.00 P & I AMT: 12,355.27
UPB AMT: 1,614,198.20
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 000
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030678650 MORTGAGORS: XX XXXXXX XXXX
XX XXXXXX M.
REGION CODE ADDRESS : 0000 XXXXXXX XXXX XXXXXXX
01 CITY : SANTA XXXX
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 266,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,250.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,023.69 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00030678668 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXX
01 CITY : SANTA XXXX
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,976.19 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 42.62200
----------------------------------------------------------------
00030678692 MORTGAGORS: XXXX XXXX
XX XXX
REGION CODE ADDRESS : 000 XXX XXXXX
01 CITY : MILPITAS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 267,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,982.47 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 58.42450
----------------------------------------------------------------
00030678726 MORTGAGORS: MADDEN XXXXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : 00000 XXX XXXX XXX
01 CITY : RESTON
STATE/ZIP : VA 22091
MORTGAGE AMOUNT : 212,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 212,000.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,519.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 89.99321
----------------------------------------------------------------
00030679047 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX XXXX
REGION CODE ADDRESS : 0000 XXXX XXXXX
01 CITY : XXXXXXXX
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 319,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,454.38 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030679138 MORTGAGORS: XXXXXXX XXXXXX
XXXXXXX XXXXXXXX
REGION CODE ADDRESS : 0 XXXXXXXX XXXXX
01 CITY : CORTE MADERA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 376,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 376,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,891.12 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,700,600.00 P & I AMT: 12,847.72
UPB AMT: 1,700,450.27
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 000
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030679237 MORTGAGORS: XXXX XXXXXXX
XXXX XXXXXXXXX
REGION CODE ADDRESS : 816 MIRANDA CREEK COURT
01 CITY : ALAMO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,831.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,386.94 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 52.72400
----------------------------------------------------------------
00030679344 MORTGAGORS: XXXXXX XXXXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXXXX XXXXX
01 CITY : CENTERVILLE
STATE/ZIP : VA 22020
MORTGAGE AMOUNT : 237,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,804.41 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 94.99800
----------------------------------------------------------------
00030679476 MORTGAGORS: XXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXXXX
01 CITY : FOUNTAIN VALLEY
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 248,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,909.99 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030679484 MORTGAGORS: XXXXXXXX XXXXXXX
XXXX XXXXXXX
REGION CODE ADDRESS : 00 XXXXXX XXXX
01 CITY : BARTO
STATE/ZIP : PA 19504
MORTGAGE AMOUNT : 223,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,092.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,599.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030679492 MORTGAGORS: BOOTH XXXX
XXXXX LAVANDA
REGION CODE ADDRESS : 0000 XXXX XXXX
01 CITY : WEST UNIVERSITY
STATE/ZIP : TX 77005
MORTGAGE AMOUNT : 286,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,217.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,151.63 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030679526 MORTGAGORS: XXXXXXX XXXXXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXXX
01 CITY : LIVERMORE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,812.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,383.64 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 71.59300
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,605,450.00 P & I AMT: 12,236.01
UPB AMT: 1,604,753.79
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 000
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030679534 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXX
REGION CODE ADDRESS : 00 XXXXX XXXX XXXX
01 CITY : MILFORD
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 246,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,088.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,828.40 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------
00030679542 MORTGAGORS: XXXXXXXXX XXXX
REGION CODE ADDRESS : 5 XXXX XXXX DRIVE
01 CITY : FREEHOLD
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 247,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,253.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,924.26 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 89.96300
----------------------------------------------------------------
00030679559 MORTGAGORS: XXXXX XXXXXXXX
XXXXX XXXXX
REGION CODE ADDRESS : 37080 CABRILLO DRIVE
01 CITY : FREMONT
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 212,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 212,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,636.25 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030680276 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXXXX
REGION CODE ADDRESS : 000 XXX XXXX XXXXX
00 XXXX : SALINAS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 232,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,750.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,789.65 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030680342 MORTGAGORS: XXXXX XXXXXXX
XXXXX XXXXX
XXXXXX CODE ADDRESS : 000 XXXX XXXXXXXX XXXX
01 CITY : COLLEYVILLE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,052.20 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030680383 MORTGAGORS: XXXXX XXXXXX
XXXXX ALBERTA
REGION CODE ADDRESS : 00000 XXXXXXX XX
01 CITY : RENO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 267,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,750.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,130.34 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,476,950.00 P & I AMT: 11,361.10
UPB AMT: 1,476,642.85
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 000
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030680409 MORTGAGORS: XXXXX XXXXXX
XXXXX XXXXXX
REGION CODE ADDRESS : 00000 XXXXXXXXX XXXXX
01 CITY : DALLAS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 343,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 343,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,578.35 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030680417 MORTGAGORS: XXXXXXXXX XXXXXX
XXXXXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXX XXXXXXXXX XXXXXX
01 CITY : ANAHEIM
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 264,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,130.65 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030680490 MORTGAGORS: XXXXXX XXXXXX
XXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXXXX XXXXXXX
01 CITY : OAKLAND
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 384,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 384,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,851.19 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030680516 MORTGAGORS: XXXXX XXXX
REGION CODE ADDRESS : 00 XXXXXXXXX XXX
01 CITY : ATLANTA
STATE/ZIP : GA 30327
MORTGAGE AMOUNT : 232,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,746.70 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00030681506 MORTGAGORS: XXXXXXX XXXXX
XXXXXXX XXXX
REGION CODE ADDRESS : 000 XXXXXX XXXXXX XXXX
01 CITY : WATSONVILLE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,343.95 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030681522 MORTGAGORS: XXXXXXXX XXXXXXX
XXXXXXXX XXXXXXX
REGION CODE ADDRESS : 0000 0XX XXXXXX
01 CITY : MANHATTAN BEACH
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,856.24 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 59.52381
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,786,500.00 P & I AMT: 13,507.08
UPB AMT: 1,786,500.00
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 000
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030681548 MORTGAGORS: XXXXXXXXXX XXXXXXX
XXXXXXXXXX XXXXX
REGION CODE ADDRESS : 000 XXXXXXXXX XXXXX
01 CITY : ENCINITAS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 221,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 221,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,702.37 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030682603 MORTGAGORS: NIJOR XXXXXXXX
NIJOR POONAM
REGION CODE ADDRESS : 0000 XXXXXXXX XXXX
01 CITY : SAN XXXX
STATE/ZIP : CA 95129
MORTGAGE AMOUNT : 271,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,763.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,206.58 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030682611 MORTGAGORS: MATSUKAWA XXXX
XXXXXXXX XXXXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXXXX
01 CITY : HONOLULU
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 492,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 490,961.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,653.09 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 08/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030682728 MORTGAGORS: XXXXXXX XXXXXXXX
REGION CODE ADDRESS : 0000 XXXXXXX XXXXX XXXXX
01 CITY : FORT WASHINGTON
STATE/ZIP : MD 20745
MORTGAGE AMOUNT : 218,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 218,367.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,680.08 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
00030683254 MORTGAGORS: XXXXX XXXXXX
XXXXX XXXXXX
REGION CODE ADDRESS : 0000 XXXXX XXXXX XXXXXX
01 CITY : AURORA
STATE/ZIP : CO 80016
MORTGAGE AMOUNT : 311,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,418.93 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 74.93900
----------------------------------------------------------------
00030683296 MORTGAGORS: XXXXXXXX XXXXXXXX
XXXXXXXX XXXXXXX
REGION CODE ADDRESS : 00 XXXXXXXXXXX XXXX XXXXX
01 CITY : NORTH ANDOVER
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 257,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,120.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,934.14 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,771,550.00 P & I AMT: 13,595.19
UPB AMT: 1,769,613.13
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 000
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030683452 MORTGAGORS: XXXXX XXXXXXX
XXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXX XXXXXX
01 CITY : HELENA
STATE/ZIP : MT 59601
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,838.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,381.68 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030683460 MORTGAGORS: XXXXXXXX XXXXXXX
XXXXXXXX XXXXXXX
REGION CODE ADDRESS : 00 XXXX XXXX XXXXX
01 CITY : CHAPEL HILL
STATE/ZIP : NC 27516
MORTGAGE AMOUNT : 268,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,591.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,090.31 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 94.98600
----------------------------------------------------------------
00030683478 MORTGAGORS: OESTGAARD XXXXX
XXXXXXXXX YOKO
REGION CODE ADDRESS : 0000 XXXXXXX XXXXXX
01 CITY : ANCHORAGE
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 319,920.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,726.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,459.91 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030683536 MORTGAGORS: XXXXXX XXXXXX
XXXXXX XXXXXXXXX
REGION CODE ADDRESS : 0000 XXXXXX XXX
01 CITY : SAN XXXX
STATE/ZIP : CA 95124
MORTGAGE AMOUNT : 220,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 220,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,675.96 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
00030683551 MORTGAGORS: XXXXXX XXXXXXXXX
REGION CODE ADDRESS : 00000 XXXXXXX XXXX
01 CITY : RENO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 445,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 445,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,382.33 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 71.20000
----------------------------------------------------------------
00030683593 MORTGAGORS: XXXXXX XXXXXXX
XXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXX XXXXX XXXXXX
01 CITY : OAKLAND
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 408,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 408,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,101.10 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,958,170.00 P & I AMT: 15,091.29
UPB AMT: 1,957,655.84
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 000
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030683601 MORTGAGORS: XXXXXXXX XXXXXX
XXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXX XXXX
01 CITY : LOS ANGELES
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 255,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,450.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,964.19 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 85.00800
----------------------------------------------------------------
00030683619 MORTGAGORS: PENACOLI XXXXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXX
01 CITY : LOS ANGELES
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 416,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 416,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,198.69 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030683627 MORTGAGORS: XXXXXX XXXXXX
XXXXX XXXXXXX
REGION CODE ADDRESS : 0000 XXXXX XXXXX
01 CITY : MILPITAS
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 215,625.00 OPTION TO CONVERT :
UNPAID BALANCE : 215,625.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,601.01 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
00030683676 MORTGAGORS: XXXX XXXX
XXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXX XXXXX XXXX
01 CITY : EL CERRITO
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,079.00 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 67.46900
----------------------------------------------------------------
00030684070 MORTGAGORS: XXXX XXXXXXX
XXXX XXXX
REGION CODE ADDRESS : 0000 XXXXXXXXXX XXXXX
01 CITY : COMMERCE TWP.
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 344,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 344,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,614.65 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
00030684880 MORTGAGORS: XXXXXXXX XXXXXXX
XXXXXXXX XXXXX
REGION CODE ADDRESS : 0000 XXXXXX XXXX
01 CITY : EL PASO
STATE/ZIP : TX 79932
MORTGAGE AMOUNT : 242,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,095.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,819.95 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 6
LOAN AMT: 1,753,325.00 P & I AMT: 13,277.49
UPB AMT: 1,753,170.52
1GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 11/01/96
.O. XXX 0000 TMS AG0004961630 00 01
PAGE: 000
XXXXXX XXXX, X.X. 00000
(000) 000-0000
0----------------------------------------------------------------
00030686125 MORTGAGORS: XXXXXX XXXX
XXXXXX XXXXXX
REGION CODE ADDRESS : 000 XXXXXXX XXXXX
01 CITY : BENICIA
STATE/ZIP : XX 00000
MORTGAGE AMOUNT : 225,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 225,150.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,711.30 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/26
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
-**** PAGE TOTALS ***** NUM OF LOANS: 1
LOAN AMT: 225,150.00 P & I AMT: 1,711.30
UPB AMT: 225,150.00
0 TOTAL NUM OF LOANS: 691
LOAN AMT: 201,682,521.71 P & I AMT: 1,550,554.33
UPB AMT: 201,459,310.47
EXHIBIT D
FORM OF SERVICER'S CERTIFICATE
----------------, ------
(month) (year)
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC Multi-Class Pass-Through Certificates,
Series 1996-16
Pursuant to the Pooling and Servicing Agreement dated
as of November 1, 1996 (the "Agreement") between GE Capital
Mortgage Services, Inc. (the "Company"), and State Street Bank
and Trust Company (the "Trustee"), governing the Certificates
referred to above, the Company hereby certifies to the Trustee:
With respect to the Agreement and as of the
Determination Date for this month:
A. Mortgage Loan Information:
(1) Aggregate Scheduled Monthly
Payments:
(a) Principal $________
(b) Interest $________
(c) Total $________
(2) Aggregate Monthly Payments
received and Monthly Advances
made this Month:
(a) Principal $________
(b) Interest $________
(c) Total $________
(3) Aggregate Principal Prepayments in part received
and applied in the applicable Prepayment Period:
(a) Principal $________
(b) Interest $________
(c) Total $________
(4) Aggregate Principal Prepayments
in full received in
the applicable Prepayment
Period:
(a) Principal $________
(b) Interest $________
(c) Total $________
(5) Aggregate Insurance Proceeds
(including purchases of
Mortgage Loans by primary
mortgage insurers) for
prior month:
(a) Principal $________
(b) Interest $________
(c) Total $________
(6) Aggregate Liquidation
Proceeds for prior month:
(a) Principal $________
(b) Interest $________
(c) Total $________
(7) Aggregate Purchase Prices for
Defaulted and Modified
Mortgage Loans:
(a) Principal $________
(b) Interest $________
(c) Total $________
(8) Aggregate Purchase Prices
(and substitution adjustments)
for Defective Mortgage Loans:
(a) Principal $________
(b) Interest $________
(c) Total $________
(9) Pool Scheduled Principal
Balance: $________
(10) Available Funds: $________
(11) Realized Losses for
prior month: $________
(12) Aggregate Realized
Losses and Debt
Service Reductions:
(a) Deficient Valuations $________
(b) Special Hazard
Losses $________
(c) Fraud Losses $________
(d) Excess Bankruptcy
Losses $________
(e) Excess Special
Hazard Losses $________
(f) Excess Fraud
Losses $________
(g) Debt Service
Reductions $________
(13) Compensating Interest Payment: $________
(14) Accrued Certificate Interest,
Unpaid Class Interest Shortfalls
and Pay-out Rate:
Class A1 $__________ $__________ ____%
Class A2 $__________ $__________ ____%
Class A3 $__________ $__________ ____%
Class A4 $__________ $__________ ____%
Class A5 $__________ $__________ ____%
Class A6 $__________ $__________ ____%
Class A7 $__________ $__________ ____%
Class A8 $__________ $__________ ____%
Class M $__________ $__________ ____%
Class B1 $__________ $__________ ____%
Class B2 $__________ $__________ ____%
Class B3 $__________ $__________ ____%
Class B4 $__________ $__________ ____%
Class B5 $__________ $__________ ____%
Class R $__________ $__________ ____%
Class RL $__________ $__________ ____%
Class S $__________ $__________ ____%
(15) Accrual Amount
Class A5A Component $__________
(16) Principal distribu-
table:
Class A1 $__________
Class A2 $__________
Class A3 $__________
Class A4 $__________
Class A5 $__________
Class A6 $__________
Class A7 $__________
Class A8 $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
Class RL $__________
(17) Additional distributions to
the Class R Certificate
pursuant to Section 4.01(b): $_____________
(18) Additional distributions to
the Class RL Certificate
pursuant to Section 2.05(d): $_____________
(19) Certificate Interest Rate of:
Class A6 Certificates _____________%
Class A7 Certificates _____________%
Class S Certificates _____________%
B. Other Amounts:
1. Senior Percentage for such
Distribution Date: _____________%
2. Group I Senior Percentage
for such Distribution Date: _____________%
3. Group II Senior Percentage
for such Distribution Date: _____________%
4. Group I Scheduled Distribution
Percentage: _____________%
5. Group II Scheduled Distribution
Percentage: _____________%
6. Senior Prepayment Percentage
for such Distribution Date: _____________%
7. Group I Senior Prepayment
Percentage for such
Distribution Date: _____________%
8. Group II Senior Prepayment
Percentage for such
Distribution Date: _____________%
9. Junior Percentage
for such Distribution Date: _____________%
10. Junior Prepayment Percentage
for such Distribution Date: _____________%
11. Subordinate Certificate
Writedown Amount for
such Distribution Date: $_____________
12. Prepayment Distribution
Triggers satisfied: Yes No
Class B1
Class B2
Class B3
Class B4
Class B5
Capitalized terms used in this Certificate shall have the same
meanings as in the Agreement.
EXHIBIT E
FORM OF TRANSFER CERTIFICATE AS TO ERISA MATTERS FOR
DEFINITIVE ERISA-RESTRICTED CERTIFICATES
State Street Bank and Trust Company
Corporate Trust Department
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
[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, 1996, no
transfer of any ERISA-Restricted Certificate shall be permitted
to be made to any person unless the Trustee has received (i) a
certificate from such transferee to the effect that (x) such
transferee is not an employee benefit plan subject to ERISA or a
plan subject to Section 4975 of the Code (a "Plan") and is not
using the assets of any such employee benefit or other plan to
acquire any such Certificate or (y) such transferee is an
insurance company investing assets of its general account and the
Exemptions apply to such transferee's acquisition and holding of
any such Certificate or (ii) an opinion of counsel satisfactory
to the Trustee to the effect that the purchase and holding of any
such Certificate will not constitute or result in the assets of
the Trust Fund created by the Agreement being deemed to be "plan
assets" and subject to the prohibited transaction provisions of
ERISA or Section 4975 of the Code and will not subject the
Trustee or the Company to any obligation in addition to those
undertaken in the Agreement (provided, however, that the Trustee
will not require such certificate or opinion in the event that,
as a result of change of law or otherwise, counsel satisfactory
to the Trustee has rendered an opinion to the effect that the
purchase and holding of any such Certificate by a Plan or a
Person that is purchasing or holding any such Certificate with
the assets of a Plan will not constitute or result in a
prohibited transaction under ERISA or Section 4975 of the Code).
[4. The ERISA-Restricted Certificates shall be registered
in the name of ______________________________________________ as
nominee for the Investor.]
IN WITNESS WHEREOF, the Investor has caused this instrument
to be executed on its behalf, pursuant to authority of its Board
of Directors, by its [title of officer] __________________ and
its corporate seal to be hereunder attached, attested by its
[Assistant] Secretary, this ____ day of _________, 199_.
----------------------------
[name of Investor]
By:
Name:
Title:
The undersigned hereby acknowledges that it is holding and
will hold the ERISA-Restricted Certificates at the exclusive
direction of and as nominee of the Investor named above.
-------------------------------
[name of nominee]
By:____________________________
Name:
Title:
EXHIBIT F
FORM OF RESIDUAL CERTIFICATE TRANSFEREE AFFIDAVIT
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], _________________ being first duly
sworn, deposes and says:
1. That he [she] is [title of officer] ___________
_____________ of [name of Purchaser] ________________________
_________________ (the "Purchaser"), a _______________________
[description of type of entity] duly organized and existing under
the laws of the [State of __________] [United States], on behalf
of which he [she] makes this affidavit.
2. That the Purchaser's Taxpayer Identification
Number is [ ].
3. That the Purchaser is not a "disqualified
organization" within the meaning of Section 860E(e)(5) of the
Internal Revenue Code of 1986, as amended (the "Code") and will
not be a "disqualified organization" as of [date of transfer],
and that the Purchaser is not acquiring a Residual Certificate
(as defined below) for the account of, or as agent (including a
broker, nominee, or other middleman) for, any person or entity
from which it has not received an affidavit substantially in the
form of this affidavit. For these purposes, a "disqualified
organization" means the United States, any state or political
subdivision thereof, any foreign government, any international
organization, any agency or instrumentality of any of the
foregoing (other than an instrumentality if all of its activities
are subject to tax and a majority of its board of directors is
not selected by such governmental entity), any cooperative
organization furnishing electric energy or providing telephone
service to persons in rural areas as described in Code Section
1381(a)(2)(C), or any organization (other than a farmers'
cooperative described in Code Section 521) that is exempt from
federal income tax unless such organization is subject to the tax
on unrelated business income imposed by Code Section 511. As used
herein, "Residual Certificate" means any Certificate designated
as a "Class R Certificate" or "Class RL Certificate" of GE
Capital Mortgage Services, Inc.'s REMIC Multi-Class Pass-Through
Certificates, Series 1996-16.
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, 1996, 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
Certificate to such a "disqualified organization," an agent
thereof, a Book-Entry Nominee, or a person that does not satisfy
the requirements of paragraph 7 and paragraph 10 hereof.
12. That the Purchaser consents to the designation of
the Company as its agent to act as "tax matters person" of the
Upper Tier REMIC or Lower Tier REMIC, as applicable, pursuant to
the Pooling and Servicing Agreement.
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__.
EXHIBIT G
[LETTER FROM TRANSFEROR OF RESIDUAL CERTIFICATE]
-------------------
Date
State Street Bank and Trust Company
Corporate Trust Department
000 Xxxxxxxx Xxxxxx
0xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: GE Capital Mortgage Services, Inc.
REMIC Multi-Class Pass-Through
Certificates, Series 1996-16
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
000 Xxxxxxxx Xxxxxx
0xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: GE Capital Mortgage Services, Inc.
REMIC Multi-Class Pass Through
Certificates, Series 1996-16
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, 1996 (the "Agreement"),
no transfer of a Restricted Certificate may be made unless such
transfer is exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), and
any applicable state securities laws, or is made in accordance
with the Securities Act and such laws.
3. The Investor understands that (a) the Restricted
Certificates have not been and will not be registered or
qualified under the Securities Act, or the securities laws of any
state, (b) neither the Company nor the Trustee is required, and
neither intends, to so register or qualify the Restricted
Certificates, (c) the Restricted Certificates cannot be resold
unless (i) they are registered and qualified under the Securities
Act and the applicable state securities laws or (ii) such sale is
exempt from the requirements of the Securities Act, (d) the
Agreement contains restrictions regarding the transfer of the
Restricted Certificates and (e) the Restricted Certificates will
bear a legend to the foregoing effect.
4. The Investor is acquiring the Restricted Certificates
for its own account for investment only and not with a view to or
for sale or other transfer in connection with any distribution of
the Restricted Certificates in any manner that would violate the
Securities Act or any applicable state securities laws.
5. The investor (a) is a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and in particular in such matters
related to securities similar to the Restricted Certificates,
such that it is capable of evaluating the merits and risks of
investment in the Restricted Certificates, (b) is able to bear
the economic risks of such an investment and (c) is an
"accredited investor" within the meaning of Rule 501(a)(1), (2),
(3) or (7) promulgated pursuant to the Securities Act.
6. The Investor will not authorize nor has it authorized
any person to (a) offer, pledge, sell, dispose of or otherwise
transfer any Restricted Certificate, any interest in any
Restricted Certificate or any other similar security to any
person in any manner, (b) solicit any offer to buy or to accept a
pledge, disposition or other transfer of any Restricted
Certificate, any interest in any Restricted Certificate or any
other similar security from any person in any manner, (c)
otherwise approach or negotiate with respect to any Restricted
Certificate, any interest in any Restricted Certificate or any
other similar security with any person in any manner, (d) make
any general solicitation by means of general advertising or in
any other manner, or (e) take any other action that would
constitute a distribution of any Restricted Certificate under the
Securities Act, that would render the disposition of any
Restricted Certificate a violation of Section 5 of the Securities
Act or any state securities law, or that could require
registration or qualification pursuant thereto. Neither the
Investor nor anyone acting on its behalf has offered the
Restricted Certificates for sale or made any general solicitation
by means of general advertising or in any other manner with
respect to the Restricted Certificates. The Investor will not
sell or otherwise transfer any of the Restricted Certificates,
except in compliance with the provisions of the Agreement.
7. If an Investor in a Restricted Certificate sells or
otherwise transfers any such Certificate to a transferee other
than a "qualified institutional buyer" under Rule 144A of the
Securities Act, such Investor will obtain (a) from any subsequent
purchaser the same certifications, representations, warranties
and covenants contained in the foregoing paragraphs and in this
paragraph or (b) an opinion of counsel in form and substance
satisfactory to the Trustee pursuant to the Agreement.
8. The Investor hereby indemnifies the Trustee and the
Company against any liability that may result if the Investor's
transfer of a Restricted Certificate (or any portion thereof) is
not exempt from the registration requirements of the Securities
Act and any applicable state securities laws or is not made in
accordance with such federal and state laws. Such
indemnification of the Trustee and the Company shall survive the
termination of the Agreement.
[9. The Restricted Certificates shall be registered in the
name of _____________________________ as nominee for the
Investor.]
IN WITNESS WHEREOF, the Investor has caused this
instrument to be executed on its behalf, pursuant to authority of
its Board of Directors, by its [title of officer] _____________
this _____ day of __________, 19__.
---------------------------------
[name of Investor]
By:______________________________
Name:
Title:
The undersigned hereby acknowledges that it is holding and
will hold the Restricted Certificates at the exclusive direction
of and as nominee of the Investor named above.
------------------------------
[name of nominee]
By:__________________________
Name:
Title:
EXHIBIT J
FORM OF DISTRIBUTION DATE STATEMENT
----------------, -----
(month) (year)
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC Multi-Class Pass-Through Certificates,
Series 1996-16
Pursuant to the Pooling and Servicing Agreement dated
as of November 1, 1996 (the "Agreement") between GE Capital
Mortgage Services, Inc. (the "Company"), and State Street Bank
and Trust Company (the "Trustee"), governing the Certificates
referred to above, the Company hereby certifies to the Trustee:
With respect to the Agreement and as of the
Determination Date for this month:
The amounts below are for a Single Certificate of
$1,000:
(1) Amount of distribution
allocable to principal:
Class A1 $__________
Class A2 $__________
Class A3 $__________
Class A4 $__________
Class A5 $__________
Class A6 $__________
Class A7 $__________
Class A8 $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
Class RL $__________
(2) Aggregate principal prepayments
included in distribution:
Class A1 $__________
Class A2 $__________
Class A3 $__________
Class A4 $__________
Class A5 $__________
Class A6 $__________
Class A7 $__________
Class A8 $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
Class RL $__________
(3) Amount of distribution
allocable to interest;
Pay-out Rate:
Class A1 $__________ ____%
Class A2 $__________ ____%
Class A3 $__________ ____%
Class A4 $__________ ____%
Class A5 $__________ ____%
Class A6 $__________ ____%
Class A7 $__________ ____%
Class A8 $__________ ____%
Class M $__________ ____%
Class B1 $__________ ____%
Class B2 $__________ ____%
Class B3 $__________ ____%
Class B4 $__________ ____%
Class B5 $__________ ____%
Class R $__________ ____%
Class RL $__________ ____%
Class S $__________ ____%
(4) Accrual Amount
Class A5A Component $__________
(5) Servicing Compensation: $__________
The amounts below are for the aggregate of all
Certificates:
2
(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 $__________ $__________
Class A3 $__________ $__________
Class A4 $__________ $__________
Class A5 $__________ $__________
Class A6 $__________ $__________
Class A7 $__________ $__________
Class A8 $__________ $__________
Class PO $__________ $__________
Class M $__________ $__________
Class B1 $__________ $__________
Class B2 $__________ $__________
Class B3 $__________ $__________
Class B4 $__________ $__________
Class B5 $__________ $__________
Class R $__________ $__________
Class RL $__________ $__________
Class S $__________ $__________
(8) Book value of real estate acquired on behalf of
Certificate-holders; number of related Mortgage
Loans:
$---------- ----------
3
(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) Certificate Interest Rate of:
Class A6 Certificates __________%
Class A7 Certificates __________%
Class S Certificates __________%
(13) Senior Percentage for such
Distribution Date: __________%
(14) Group I Senior Percentage
for such Distribution Date: __________%
(15) Group II Senior Percentage
for such Distribution Date: __________%
(16) Group I Scheduled
Distribution Percentage: __________%
(17) Group II Scheduled
Distribution Percentage: __________%
(18) Senior Prepayment Percentage
for such Distribution Date: __________%
(19) Group I Senior Prepayment
Percentage for such
Distribution Date: __________%
4
(20) Group II Senior Prepayment
Percentage for such
Distribution Date: __________%
(21) Junior Percentage for
such Distribution Date: __________%
(22) Junior Prepayment Percentage
for such Distribution Date: __________%
Capitalized terms used in this Statement shall have the same
meanings as in the Agreement.
5
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
2
specified in (i) or (ii) above and, upon the consent of the
Purchaser which will be deemed given unless expressly withheld
within two Business Days of notification, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of
the related property or otherwise) or (z) initiation and
completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to
which the Purchaser has made an Election to Delay Foreclosure, an
appraisal of the related Mortgaged Property obtained by the
Purchaser as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's
customary requirements for such appraisals.
Election to Delay Foreclosure: Any election by the
Purchaser to delay the Commencement of Foreclosure, made in
accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to
proceed with the Commencement of Foreclosure, made in accordance
with Section 2.03(a).
Required Collateral Fund Balance: As of any date of
determination, an amount equal to the aggregate of all amounts
previously required to be deposited in the Collateral Fund
pursuant to Section 2.02(d) (after adjustments for all
withdrawals and deposits prior to such date pursuant to Section
2.02(e)) and Section 2.03(b) (after adjustment for all
withdrawals and deposits prior to such date pursuant to Section
2.03(c)) and Section 3.02, reduced by all withdrawals therefrom
prior to such date pursuant to Section 2.02(g) and Section
2.03(d).
Section 1.02. Definitions Incorporated by Reference. All
capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing
Agreement.
3
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01. Reports and Notices.
(a) In connection with the performance of its duties under
the Pooling and Servicing Agreement relating to the realization
upon defaulted Mortgage Loans, the Company as Servicer shall
provide to the Purchaser the following notices and reports:
(i) Within five Business Days after each Distribution
Date (or included in or with the monthly statements to
Certificateholders pursuant to the Pooling and Servicing
Agreement), the Company, as Servicer, shall provide to the
Purchaser a report, using the same methodology and
calculations in its standard servicing reports, indicating
for the Trust Fund the number of Mortgage Loans that are
(A) thirty days, (B) sixty days, (C) ninety days or more
delinquent or (D) in foreclosure, and indicating for each
such Mortgage Loan the loan number and outstanding
principal balance.
(ii) Prior to the Commencement of Foreclosure in
connection with any Mortgage Loan, the Company shall
provide the Purchaser with a notice (sent by facsimile
transmission) of such proposed and imminent foreclosure,
stating the loan number and the aggregate amount owing
under the Mortgage Loan. Such notice may be provided to the
Purchaser in the form of a copy of a referral letter from
the Company to an attorney requesting the institution of
foreclosure or a copy of a request to foreclose received by
the Company from the related primary servicer which has
been approved by the Company.
(b) If requested by the Purchaser, the Company shall make
its servicing personnel available (during their normal business
hours) to respond to reasonable inquiries, in writing by
facsimile transmission, by the Purchaser in connection with any
Mortgage Loan identified in a report under subsection (a)(i) or
(a)(ii) which has been given to the Purchaser, provided, that (1)
the Company shall only be required to provide information that is
readily accessible to its servicing personnel and is
non-confidential and (2) the Company shall respond within five
Business Days orally or in writing by facsimile transmission.
(c) In addition to the foregoing, the Company shall provide
to the Purchaser such information as the Purchaser may reasonably
request concerning each Mortgage Loan that is at least sixty days
delinquent and each Mortgage Loan which has become real estate
4
owned, through the final liquidation thereof, provided, that the
Company shall only be required to provide information that is
readily accessible to its servicing personnel and is
non-confidential.
Section 2.02. Purchaser's Election to Delay Foreclosure
Proceedings.
(a) The Purchaser shall be deemed to direct the Company
that in the event that the Company does not receive written
notice of the Purchaser's election pursuant to subsection (b)
below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under
Section 2.01(a)(ii) subject to extension as set forth in Section
2.02(b), the Company may proceed with the Commencement of
Foreclosure in respect of such Mortgage Loan in accordance with
its normal foreclosure policies without further notice to the
Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage
Loan has been brought current or if a refinancing or prepayment
occurs with respect to the Mortgage Loan (including by means of a
short payoff approved by the Company) or (ii) with notice to the
Purchaser if the Company has reached the terms of a forbearance
agreement with the borrower. In such latter case the Company may
complete such forbearance agreement unless instructed otherwise
by the Purchaser within two Business Days of notification.
(b) In connection with any Mortgage Loan with respect to
which a notice under Section 2.01(a)(ii) has been given to the
Purchaser, the Purchaser may elect to instruct the Company to
delay the Commencement of Foreclosure until such time as the
Purchaser determines that the Company may proceed with the
Commencement of Foreclosure. Such election must be evidenced by
written notice received within 24 hours (exclusive of any
intervening non-Business Days) of transmission of the notice
provided by the Company under Section 2.01(a)(ii). The Purchaser
shall send a copy of such notice of election to each Rating
Agency as soon as practicable thereafter. Such 24-hour period
shall be extended for no longer than an additional four Business
Days after the receipt of the information if the Purchaser
requests additional information related to such foreclosure
within such 24-hour period; provided, however, that the Purchaser
will have at least one Business Day to make such election
following its receipt of any requested additional information.
Any such additional information shall (i) not be confidential in
nature and (ii) be obtainable by the Company from existing
reports, certificates or statements or otherwise be readily
accessible to its servicing personnel. The Purchaser agrees that
it has no right to deal with the mortgagor. However, if the
Company's normal foreclosure policies include acceptance of a
5
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
6
withdrawn from the Collateral Fund to cover Monthly Advances and
Liquidation Expenses shall not be redeposited therein or
otherwise reimbursed to the Purchaser. If and when any such
Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan
(after adjustment for all previous withdrawals and deposits
pursuant to this subsection and after reimbursement to the
Servicer for all related Monthly Advances) shall be released to
the Purchaser.
(f) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the Company
shall continue to service the Mortgage Loan in accordance with
its customary procedures (other than the delay in Commencement of
Foreclosure as provided herein). If and when, following such
election, the Purchaser shall notify the Company that it believes
that it is appropriate to do so, the Company shall proceed with
the Commencement of Foreclosure; provided that, in any event, if
the Mortgage Loan is not brought current by the mortgagor by the
time the loan becomes 6 months delinquent, the Purchaser's
election shall no longer be effective, unless the Purchaser shall
have purchased the related Mortgage Loan promptly following (and
in any event not later than the third Business Day after) the end
of such 6-month period in the manner provided in the following
two sentences, and the Company shall be entitled to proceed with
the Commencement of Foreclosure. Any purchase of such Mortgage
Loan by the Purchaser pursuant to the preceding sentence shall be
at a purchase price equal to the unpaid principal balance of the
Mortgage Loan plus accrued interest at the Mortgage Rate from the
date last paid by the mortgagor. Such purchase price shall be
deposited by the Purchaser into the Collateral Fund in
immediately available funds on the Business Day which is the date
of purchase and the Purchaser shall instruct the Trustee (with
notice to the Company) to withdraw such amount therefrom on such
Business Day and remit the same to the Trust Fund for application
as Liquidation Proceeds pursuant to the Pooling and Servicing
Agreement. Following such withdrawal, all amounts remaining in
the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all previous withdrawals and deposits pursuant to
this Agreement and after reimbursement to the Servicer for all
related Monthly Advances) shall be released to the Purchaser.
(g) Upon the occurrence of a liquidation with respect to
any Mortgage Loan as to which the Purchaser made an Election to
Delay Foreclosure and as to which the Company proceeded with the
Commencement of Foreclosure in accordance with subsection (f)
above, the Company shall calculate the amount, if any, by which
the value shown on the Current Appraisal obtained under
subsection (c) exceeds the actual sales price obtained for the
related Mortgaged Property (net of Liquidation Expenses and
7
unreimbursed Monthly Advances related to the extended foreclosure
period), and the Company or the Trustee shall withdraw the amount
of such excess from the Collateral Fund and shall remit the same
to the Trust Fund for application as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral
Fund in respect of such Mortgage Loan (after adjustment for all
withdrawals and deposits pursuant to subsection (e) and after
reimbursement to the Servicer for all related Monthly Advances)
shall be released to the Purchaser.
Section 2.03. Purchaser's Election to Commence Foreclosure
Proceedings.
(a) In connection with any Mortgage Loan identified in a
report under Section 2.01(a)(i)(B), the Purchaser may elect to
instruct the Company to proceed with the Commencement of
Foreclosure as soon as practicable. Such election must be
evidenced by written notice received by the Company by 5:00 p.m.,
New York City time, on the third Business Day following the
delivery of such report under Section 2.01(a)(i).
(b) Within two Business Days of making any Election to
Foreclose, the Purchaser shall remit to the Trustee, for deposit
in the Collateral Fund, an amount, as calculated by the Company,
equal to 125% of the current Scheduled Principal Balance of the
Mortgage Loan and three months' interest on the Mortgage Loan at
the applicable Mortgage Rate. If and when any such Mortgage Loan
is brought current by the mortgagor, all amounts in the
Collateral Fund in respect of such Mortgage Loan (after
adjustment for all withdrawals and deposits pursuant to
subsection (c) below) shall be released to the Purchaser. The
terms of this Agreement will no longer apply to the servicing of
any Mortgage Loan upon the failure of the Purchaser to deposit
the above amounts relating to the Mortgage Loan within two
Business Days of the Election to Foreclose.
(c) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Foreclose, the Company shall
continue to service the Mortgage Loan in accordance with its
customary procedures. In connection therewith, the Company shall
have the same rights to make withdrawals for Monthly Advances and
Liquidation Expenses from the Collateral Fund as are provided
under Section 2.02(e), and the Company shall make reimbursements
thereto to the limited extent provided under such subsection. The
Company shall not be required to proceed with the Commencement of
Foreclosure if (i) the same is stayed as a result of the
mortgagor's bankruptcy or is otherwise barred by applicable law,
or to the extent that all legal conditions precedent thereto have
not yet been complied with, or (ii) the
8
Company believes there is a breach of representations or
warranties by the Company, which may result in a repurchase or
substitution of such Mortgage Loan, or (iii) the Company has or
expects to have the right under the Pooling and Servicing
Agreement to purchase the defaulted Mortgage Loan and intends to
exercise such right or (iv) the Company reasonably believes the
Mortgaged Property may be contaminated with or affected by
hazardous wastes or hazardous substances (and the Company
supplies the Purchaser with information supporting such belief)
or (v) the same is prohibited by or is otherwise inconsistent
with the provisions of the Pooling and Servicing Agreement. Any
foreclosure that has been initiated may be discontinued (i)
without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with
respect to the Mortgage Loan (including by means of a short
payoff approved by the Purchaser) or (ii) with notice to the
Purchaser if the Company has reached the terms of a forbearance
agreement unless instructed otherwise by the Purchaser within two
Business Days of notification.
(d) Upon the occurrence of a liquidation with respect to
any Mortgage Loan as to which the Purchaser made an Election to
Foreclose and as to which the Company proceeded with the
Commencement of Foreclosure in accordance with subsection (c)
above, the Company shall calculate the amount, if any, by which
the Scheduled Principal Balance of the Mortgage Loan at the time
of liquidation (plus all unreimbursed Monthly Advances and
Liquidation Expenses in connection therewith other than those
previously paid from the Collateral Fund) exceeds the actual
sales price obtained for the related Mortgaged Property, and the
Company or the Trustee shall withdraw the amount of such excess
from the Collateral Fund and shall remit the same to the Trust
Fund for application as additional Liquidation Proceeds pursuant
to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after
adjustment for all withdrawals and deposits pursuant to
subsection (c) above and after reimbursement to the Servicer for
all related Monthly Advances) in respect of such Mortgage Loan
shall be released to the Purchaser.
Section 2.04. Termination.
(a) With respect to all Mortgage Loans included in the
Trust Fund, the Purchaser's right to make any Election to Delay
Foreclosure or any Election to Foreclose and the Company's
obligations under Section 2.01 shall terminate on the earliest to
occur of the following: (i) at such time as the Class Certificate
Principal Balance of the Class B_ Certificates has been reduced
to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the Company's actual
9
loss experience with respect to the Mortgage Loans in the related
pool) of the aggregate principal balance of all Mortgage Loans
that are in foreclosure or are more than 90 days delinquent on a
contractual basis and the aggregate book value of REO properties
or (y) the aggregate amount that the Company estimates through
its normal servicing practices will be required to be withdrawn
from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or
an Election to Foreclose exceeds (z) the then-current Class
Certificate Principal Balance of the Class B_ Certificates, or
(iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee
provides written acknowledgment to the Company of the Purchaser's
right hereunder and that such transferee will have no rights
hereunder) in the Class B_ Certificates [or in the Class B5
Certificates] (whether or not such transfer is registered under
the Pooling and Servicing Agreement), including any such transfer
in connection with a termination of the Trust Fund. Unless
earlier terminated as set forth herein, this Agreement and the
respective rights, obligations and responsibilities of the
Purchaser and the Company hereunder shall terminate immediately
upon (x) the later to occur of (i) the final liquidation of the
last Mortgage Loan as to which the Purchaser made any Election to
Delay Foreclosure or any Election to Foreclose and the withdrawal
of all remaining amounts in the Collateral Fund as provided
herein and (ii) ten (10) Business Days' notice or (y) the
occurrence of any event that results in the Purchaser becoming an
"affiliate" of the Trustee within the meaning of the Prohibited
Transaction Exemption (as defined in the Pooling and Servicing
Agreement).
(b) The Purchaser's rights pursuant to Section 2.02 or 2.03
of this Agreement shall terminate with respect to a Mortgage Loan
as to which the Purchaser has exercised its rights under Section
2.02 or 2.03 hereof, upon Purchaser's failure to deposit any
amounts required pursuant to Section 2.02(d) or 2.03(b) after one
Business Day's notice of such failure.
Section 2.05. Notification. The Purchaser shall promptly
notify the Trustee and the Company if such Purchaser becomes
aware of any discussions, plans or events that might lead to such
Person's becoming an "affiliate" (within the meaning of the
Prohibited Transaction Exemption) of the Trustee, provided that
the contents of any such notification shall be kept confidential
by the parties to this Agreement.
10
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
11
any losses on such investments) and any payments of principal
made in respect of any Collateral Fund Permitted Investment shall
be deposited in the Collateral Fund upon receipt. All costs and
realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the
Purchaser and the amount of net realized losses shall be promptly
deposited by the Purchaser in the Collateral Fund. The Company
shall periodically (but not more frequently than monthly) direct
the Trustee to distribute to the Purchaser upon request an amount
of cash, to the extent cash is available therefor in the
Collateral Fund, equal to the amount by which the balance of the
Collateral Fund, after giving effect to all other distributions
to be made from the Collateral Fund on such date, exceeds the
Required Collateral Fund Balance. Any amounts so distributed
shall be released from the lien and security interest of this
Agreement.
Section 3.03. Grant of Security Interest. In order to
secure the obligations of the Purchaser hereunder to the Company
and the Trustee for the benefit of Certificateholders (other than
its obligations under Section 4.10), the Purchaser hereby grants
to the Company and to the Trustee for the benefit of the
Certificateholders a security interest in and lien on all of the
Purchaser's right, title and interest, whether now owned or
hereafter acquired, in and to: (1) the Collateral Fund, (2) all
amounts deposited in the Collateral Fund and Collateral Fund
Permitted Investments in which such amounts are invested (and the
distributions and proceeds of such investments) and (3) all cash
and non-cash proceeds of any of the foregoing, including proceeds
of the voluntary or involuntary conversion thereof (all of the
foregoing collectively, the "Collateral").
The Purchaser acknowledges the lien on and security
interest in the Collateral for the benefit of the Company and the
Trustee on behalf of the Certificateholders. The Purchaser shall
take all actions requested by the Company or the Trustee as may
be reasonably necessary to perfect the security interest created
under this Agreement in the Collateral and cause it to be prior
to all other security interests and liens, including the
execution and delivery to the Company or at its direction the
Trustee for filing of appropriate financing statements in
accordance with applicable law.
Section 3.04. Collateral Shortfalls. In the event that
amounts on deposit in the Collateral Fund at any time are
insufficient to cover any withdrawals therefrom that the Company
or the Trustee is then entitled to make hereunder, the Purchaser
shall be obligated to pay such amounts to the Company or the
Trustee immediately upon demand. Such obligation shall
constitute a general corporate obligation of the Purchaser. The
12
failure to pay such amounts within two Business Days of such
demand (except for amounts to cover interest on a Mortgage Loan
pursuant to Sections 2.02(d) and 2.03(b)), shall cause an
immediate termination of the Purchaser's right to make any
Election to Delay Foreclosure or Election to Foreclose and the
Company's obligations under this Agreement with respect to all
Mortgage Loans to which such insufficiencies relate, without the
necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Amendment. This Agreement may be amended from
time to time by the Company and the Purchaser by written
agreement signed by the Company and the Purchaser provided that
no such amendment shall have a material adverse effect on the
holders of other Classes of Certificates.
Section 4.02. Counterparts. This Agreement may be executed
simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
Section 4.03. Governing Law. This Agreement shall be
construed in accordance with the laws of the State of New York
and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 4.04. Notices. All demands, notices and direction
hereunder shall be in writing or by telecopy and shall be deemed
effective upon receipt to:
(a) in the case of the Company, with respect to notices
pursuant to Sections 2.02 and 2.03 hereto,
GE Capital Mortgage Services, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with respect to all other notices pursuant to this Agreement,
GE Capital Mortgage Services, Inc.
Three Executive Campus
Xxxxxx Xxxx, Xxx Xxxxxx 00000
13
Attention: General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or such other address as may hereafter be furnished in writing by
the Company, or
(b) in the case of the Purchaser, with respect to notices
pursuant to Section 2.01,
================================
--------------------------------
Attention:______________________
Telephone:______________________
Facsimile:______________________
with respect to all other notices pursuant to this
Agreement,
================================
--------------------------------
Attention:______________________
Telephone:______________________
Facsimile:______________________
or such other address as may hereafter be furnished in writing by
the Purchaser, or
(c) in the case of the Trustee,
State Street Bank and Trust Company
Corporate Trust Department
Two International Place, Fifth Floor
Boston, Massachusetts 02110
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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.
14
Section 4.06. Successor and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the
parties hereto and the respective successors and assigns of the
parties hereto; provided, however, that the rights under this
Agreement cannot be assigned by the Purchaser without the consent
of the Company.
Section 4.07. Article and Section Headings. The article
and section headings herein are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.
Section 4.08. Third Party Beneficiaries. The Trustee on
behalf of Certificateholders is the intended third party
beneficiary of this Agreement.
Section 4.09. Confidentiality. The Purchaser agrees that
all information supplied by or on behalf of the Company pursuant
to Section 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser
agrees to use such information solely for the purposes set forth
in this Agreement and to hold such information confidential and
not to disclose such information.
Section 4.10. Indemnification. The Purchaser agrees to
indemnify and hold harmless the Company against any and all
losses, claims, damages or liabilities to which it may be
subject, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon
actions taken by the Company in accordance with the provisions of
this Agreement and which actions conflict or are alleged to
conflict with the Company's obligations under the Pooling and
Servicing Agreement. The Purchaser hereby agrees to reimburse the
Company on demand for the reasonable legal or other expenses
incurred by it in connection with investigating or defending any
such loss, claim, damage, liability or action.
[Section 4.11. Delayed Effectiveness. The Purchaser agrees
that, notwithstanding any other provision of this Agreement, the
Purchaser shall have no rights hereunder, and the Company shall
have no obligations hereunder, until the Class Certificate
Principal Balance of the Class B5 Certificates has been reduced
to zero and any Special Servicing and Collateral Fund Agreement
between the Company and the Purchaser relating to such Class B5
Certificates has been terminated.]
15
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:
16
EXHIBIT L
FORM OF LOST NOTE AFFIDAVIT AND AGREEMENT
State of New Jersey )
) ss.
County of Camden )
GE Capital Mortgage Services, Inc. (the "Company") by
its undersigned authorized representative, being duly sworn,
hereby certifies as follows:
1. Pursuant to a Pooling and Servicing Agreement dated
as of ________ 1, 199_ (the "Agreement"), between the Company, as
seller, and State Street Bank and Trust Company, as trustee
(together with its successors, the "Trustee"), relating to the
Company's REMIC Multi-Class Pass-Through Certificates, Series
199_-__, the Company has assigned all of its right, title and
interest in the mortgage loan(s) described below (the "Designated
Loan(s)") to the Trustee.
(a) Loan Number: ______________________
Maker:_____________________________
Original Principal
Amount:____________________________
Maturity Date:_____________________
[(b) Loan Number:_______________________
Maker:_____________________________
Original Principal
Amount:____________________________
Maturity Date:_____________________
2. The Company has provided to the Trustee certain
representations and warranties in Section 2.03 of the Agreement
as to the ownership, assignment and enforceability of the
Designated Loan(s) and the related promissory notes or other
instruments evidencing the Designated Loan(s).
3. [The Designated Loan] [Each of the Designated
Loans] is evidenced by a promissory note, executed by its
[respective] maker as indicated above (the "Mortgage Notes(s)").
4. The Company is the current holder of the
indebtedness evidenced by the Mortgage Note(s), the indebtedness
evidenced by the Mortgage Note(s) has not been pledged or
otherwise hypothecated, and the Company has not granted to any
person (other than the Trustee pursuant to the Agreement) any
interest in the indebtedness evidenced by the Mortgage Note(s).
5. After diligent search, the Company has been unable
to locate the Mortgage Note(s) and believes [it] [them] to be
lost. [A true and correct photocopy] [[True and correct
photocopies] of the Mortgage Note(s) [is] [are] attached hereto
as Exhibit A.]
6. If at any time the Company locates [any of] the
Mortgage Note(s), it shall endorse such Mortgage Note(s) for
transfer to the Trustee, without recourse, and shall promptly
deliver the Mortgage Note(s), as endorsed, to the Trustee.
7. In the event that the unavailability of any
Mortgage Note to the Trustee results in a breach of any
representations or warranties of the Company set forth in the
Agreement, the Trustee shall have the rights and remedies (if
any) set forth in the Agreement, subject to the provisions
thereof. 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 any Mortgage Note to the Trustee, including without
limitation any thereof arising from any action to enforce the
indebtedness evidenced by such Mortgage Note or any claim by any
third party who is the holder of such indebtedness by virtue of
possession of such Mortgage Note.
2
This affidavit is given in connection with the
Company's execution of the Agreement. The Trustee's rights and
remedies set forth herein and in the Agreement shall constitute
the sole and exclusive remedies of the Trustee or its successors
and assigns arising out of or relating to the absence or loss of
the Mortgage Note(s) or the Company's failure to deliver the
same.
GE CAPITAL MORTGAGE SERVICES, INC.
By:________________________________
Name:
Title:
Sworn to before me this
____ day of ________, 199_
------------------------------
Notary Public
3
