EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.,
Seller and Servicer
and
STATE STREET BANK AND TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 1999
REMIC Multi-Class Pass-Through Certificates,
Series 1999-1
Table of Contents
Page
ARTICLE I
DEFINITIONS
Section 1.01.Definitions ......................................................1
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans ...................................34
Section 2.02. Acceptance by Trustee ..........................................38
Section 2.03. Representations and Warranties of the Company; Mortgage Loan
Repurchase ..................................................39
Section 2.04. Execution of Certificates ......................................45
Section 2.05. Designations under the REMIC Provisions ........................46
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Company to Act as Servicer .....................................46
Section 3.02. Collection of Certain Mortgage Loan Payments; Mortgage Loan
Payment Record; Certificate Account .........................50
Section 3.03. Collection of Taxes, Assessments and Other Items ...............52
Section 3.04. Permitted Debits to the Mortgage Loan Payment Record ...........53
Section 3.05. Maintenance of the Primary Insurance Policies ..................54
Section 3.06. Maintenance of Hazard Insurance ................................55
Section 3.07. Assumption and Modification Agreements .........................55
Section 3.08. Realization Upon Defaulted Mortgage Loans ......................56
Section 3.09. Trustee to Cooperate; Release of Mortgage Files ................59
Section 3.10. Servicing Compensation; Payment of Certain Expenses by
the Company .................................................59
Section 3.11. Reports to the Trustee; Certificate Account Statements .........60
Section 3.12. Annual Statement as to Compliance ..............................60
Section 3.13. Annual Independent Public Accountants' Servicing Report ........60
Section 3.14. Access to Certain Documentation and Information Regarding
the Mortgage Loans ..........................................61
Section 3.15. Maintenance of Certain Servicing Policies ......................61
Section 3.16. Optional Purchase of Defaulted Mortgage Loans ..................61
Section 3.17. Class A7 and Class A13 Interest Accounts .......................61
ARTICLE IV
PAYMENTS AND STATEMENTS
Section 4.01. Distributions ..................................................63
Section 4.02. Method of Distribution .........................................68
Section 4.03. Allocation of Losses ...........................................69
Section 4.04. Monthly Advances; Purchases of Defaulted Mortgage Loans ........70
Section 4.05. Statements to Certificateholders ...............................71
Section 4.06. Servicer's Certificate .........................................73
Section 4.07. Reports of Foreclosures and Abandonments of Mortgaged
Property ....................................................73
Section 4.08. Reduction of Base Servicing Fees by Compensating Interest
Payments ....................................................74
Section 4.09. Surety Bond ....................................................74
Section 4.10. Distributions to Holders of Class A6, Class A12, Class A14
and Class A15 Certificates ..................................74
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates ...............................................79
Section 5.02. Registration of Transfer and Exchange of Certificates ..........81
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates ..............86
Section 5.04. Persons Deemed Owners ..........................................87
Section 5.05. Access to List of Certificateholders' Names and Addresses ......87
Section 5.06. Representation of Certain Certificateholders ...................87
Section 5.07. Determination of COFI ..........................................87
Section 5.08. Determination of LIBOR .........................................88
ARTICLE VI
THE COMPANY
Section 6.01. Liability of the Company .......................................89
Section 6.02. Merger or Consolidation of, or Assumption of the Obligations
of, the Company .............................................90
Section 6.03. Assignment .....................................................90
Section 6.04. Limitation on Liability of the Company and Others ..............90
Section 6.05. The Company Not to Resign ......................................91
ARTICLE VII
DEFAULT
Section 7.01. Events of Default ..............................................91
Section 7.02. Trustee to Act; Appointment of Successor .......................92
Section 7.03. Notification to Certificateholders .............................93
ARTICLE VIII
THE TRUSTEE
Section 8.01. Duties of Trustee ..............................................93
Section 8.02. Certain Matters Affecting the Trustee ..........................95
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans ..........96
Section 8.04. Trustee May Own Certificates ...................................96
Section 8.05. The Company to Pay Trustee's Fees and Expenses .................96
Section 8.06. Eligibility Requirements for Trustee ...........................96
Section 8.07. Resignation or Removal of Trustee ..............................97
Section 8.08. Successor Trustee ..............................................97
Section 8.09. Merger or Consolidation of Trustee .............................98
Section 8.10. Appointment of Co-Trustee or Separate Trustee ..................98
Section 8.11. Compliance with REMIC Provisions; Tax Returns ..................99
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Repurchase by the Company or Liquidation of All
Mortgage Loans .............................................100
Section 9.02. Additional Termination Requirements ...........................101
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment ....................................................102
Section 10.02. Recordation of Agreement .....................................103
Section 10.03. Limitation on Rights of Certificateholders ...................103
Section 10.04. Governing Law ................................................104
Section 10.05. Notices ......................................................104
Section 10.06. Notices to the Rating Agencies ...............................104
Section 10.07. Severability of Provisions ...................................104
Section 10.08. Certificates Nonassessable and Fully Paid ....................105
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Exhibits
EXHIBIT A Forms of Certificates
EXHIBIT B Principal Balance Schedules
EXHIBIT C Mortgage Loans (including list of Cooperative Loans)
EXHIBIT D Form of Servicer's Certificate
EXHIBIT E Form of Transfer Certificate as to ERISA Matters for Definitive
ERISA-Restricted Certificates
EXHIBIT F Form of Residual Certificate Transferee Affidavit
EXHIBIT G Form of Residual Certificate Transferor Letter
EXHIBIT H Additional Servicer Compensation
EXHIBIT I Form of Investment Letter for Definitive Restricted Certificates
EXHIBIT J Form of Distribution Date Statement
EXHIBIT K Form of Special Servicing and Collateral Fund Agreement
EXHIBIT L Form of Lost Note Affidavit and Agreement
EXHIBIT M Schedule of Designated Loans
EXHIBIT N Schedule of Pledged Asset Mortgage Loans
EXHIBIT O Senior Principal Priorities
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THIS POOLING AND SERVICING AGREEMENT, dated as of January 1, 1999, between
GE CAPITAL MORTGAGE SERVICES, INC., a corporation organized and existing under
the laws of the State of New Jersey, and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts banking corporation, as Trustee.
W I T N E S S E T H T H A T :
In consideration of the mutual agreements herein contained, GE Capital
Mortgage Services, Inc. and State Street Bank and Trust Company agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
following meanings:
Accretion Directed Certificate: None.
Accretion Directed Component: None.
Accretion Termination Date: None.
Accrual Amount: As to any Class of Accrual Certificates and any Accrual
Component and each Distribution Date through the related Accretion Termination
Date, the sum of (x) any amount of Accrued Certificate Interest allocable to
such Class or Component pursuant to Section 4.01(a)(i) on such Distribution Date
and (y) any amount of Unpaid Class Interest Shortfall allocable to such Class or
Component pursuant to Section 4.01(a)(ii) on such Distribution Date, to the
extent that such amounts are distributed to any Accretion Directed Certificates
and any Accretion Directed Components pursuant to Section 4.01(e). As to any
Class of Accrual Certificates and any Accrual Component and each Distribution
Date after the related Accretion Termination Date, zero.
Accrual Certificates: None.
Accrual Component: None.
Accrued Certificate Interest: As to any Distribution Date and any Class of
Certificates (other than any Class of Principal Only Certificates and any Class
of Certificates consisting of Specified Components), interest accrued during the
related Interest Accrual Period at the applicable Certificate Interest Rate on
the Class Certificate Principal Balance (or, in the case of any Class of
Notional Certificates, on the aggregate Notional Principal Balance) thereof
immediately prior to such Distribution Date, calculated on the basis of a
360-day year consisting of twelve 30-day months. As to any Distribution Date and
any Specified Component (other than any Principal Only Component), interest
accrued during the related Interest Accrual Period at the applicable Component
Interest Rate on the Component Principal Balance (or Notional Component
Principal Balance) thereof immediately prior to such Distribution Date,
calculated on the basis of a 360-day year consisting of twelve 30-day months. As
to any Distribution Date and any Class of Certificates consisting of Specified
Components, the aggregate of Accrued Certificate Interest on such Specified
Components for such Distribution Date.
Accrued Certificate Interest on each Class of Certificates (other than any
Class of Principal Only Certificates and any Class of Certificates consisting of
Specified Components) and any Specified Component (other than any Principal Only
Component) shall be reduced by such Class's or Specified Component's share of
the amount of any Net Interest Shortfall and Certificate Interest Losses for
such Distribution Date. Any Net Interest Shortfall and Certificate Interest
Losses shall be allocated among (x) the Classes of Certificates (other than any
Class of Principal Only Certificates and any Class of Certificates consisting of
Specified Components) and (y) the Specified Components (other than any Principal
Only Component) of any Component Certificate in proportion to the respective
amounts of Accrued Certificate Interest that would have resulted absent such
shortfall or losses.
Additional Collateral: With respect to any Mortgage 100SM Loan, the
marketable securities held from time to time as security for the repayment of
such Mortgage 100SM Loan and any related collateral. With respect to any Parent
PowerSM Loan, the third-party guarantee for such Parent PowerSM Loan, together
with (i) any marketable securities held from time to time as security for the
performance of such guarantee and any related collateral or (ii) any mortgaged
property securing the performance of such guarantee, the related home equity
line of credit loan and any related collateral.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Allocable Share: (a) As to any Distribution Date and amounts distributable
pursuant to clauses (i) and (iii) of the definition of Junior Optimal Principal
Amount, and as to each Class of Junior Certificates, the fraction, expressed as
a percentage, the numerator of which is the Class Certificate Principal Balance
of such Class and the denominator of which is the aggregate Class Certificate
Principal Balance of the Junior Certificates.
(b) As to any Distribution Date and amounts distributable pursuant to
clauses (ii), (iv) and (v) of the definition of Junior Optimal Principal Amount,
and as to the Class M Certificates and each Class of Class B Certificates for
which the related Prepayment Distribution Trigger has been satisfied on such
Distribution Date, the fraction, expressed as a percentage, the numerator of
which is the Class Certificate Principal Balance of such Class and the
denominator of which is the aggregate Class Certificate Principal Balance of all
such Classes. As to any Distribution Date and each Class of Class B Certificates
for which the related Prepayment Distribution Trigger has not been satisfied on
such Distribution Date, 0%.
Amortization Payment: As to any REO Mortgage Loan and any month, the
payment of principal and accrued interest due in such month in accordance with
the terms of the related Mortgage Note as contemplated by Section 3.08(b).
Amount Held for Future Distribution: As to each Distribution Date, the
total of all amounts credited to the Mortgage Loan Payment Record as of the
preceding Determination Date on account of (i) Principal Prepayments, Insurance
Proceeds and Liquidation Proceeds received subsequent to the preceding
Prepayment Period applicable to such receipts, and (ii) monthly payments of
principal and interest due subsequent to the preceding Due Date.
Anniversary Determination Date: The Determination Date occurring in
February of each year that the Certificates are outstanding, commencing in
February 2000.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Proprietary Lease from the Mortgagor to the originator
of the Cooperative Loan.
Assumed Monthly Payment Reduction: As of any Anniversary Determination Date
and as to any Non-Primary Residence Loan remaining in the Mortgage Pool whose
original principal balance was 80% or greater of the Original Value thereof, the
excess of (i) the Monthly Payment thereof calculated on the assumption that the
Mortgage Rate thereon was equal to the weighted average (by principal balance)
of the Remittance Rates of all Outstanding Mortgage Loans (the "Weighted Average
Rate") as of such Anniversary Determination Date over (ii) the Monthly Payment
thereof calculated on the assumption that the Remittance Rate thereon was equal
to the Weighted Average Rate less 1.25% per annum.
Available Funds: As to each Distribution Date, an amount equal to the sum
of (i) all amounts credited to the Mortgage Loan Payment Record pursuant to
Section 3.02 as of the preceding Determination Date, (ii) any Monthly Advance
and any Compensating Interest Payment for such Distribution Date, (iii) the
Purchase Price of any Defective Mortgage Loans and Defaulted Mortgage Loans
deposited in the Certificate Account on the Business Day preceding such
Distribution Date (including any amounts deposited in the Certificate Account in
connection with any substitution of a Mortgage Loan as specified in Section
2.03(b)), and (iv) the purchase price of any defaulted Mortgage Loan purchased
under an agreement entered into pursuant to Section 3.08(e) as of the end of the
preceding Prepayment Period less the sum of (x) the Amount Held for Future
Distribution, (y) the amount of any Unanticipated Recovery credited to the
Mortgage Loan Payment Record pursuant to clause (vi) of Section 3.02(b), and (z)
amounts permitted to be debited from the Mortgage Loan Payment Record pursuant
to clauses (i) through (vii) and (ix) of Section 3.04.
Bankruptcy Coverage Termination Date: The Distribution Date upon which the
Bankruptcy Loss Amount has been reduced to zero or a negative number (or the
Cross-Over Date, if earlier).
Bankruptcy Loss Amount: As of any Determination Date prior to the first
Anniversary Determination Date, the Bankruptcy Loss Amount shall equal $234,320,
as reduced by the aggregate amount of Deficient Valuations and Debt Service
Reductions since the Cut-off Date. As of any Determination Date after the first
Anniversary Determination Date, other than an Anniversary Determination Date,
the Bankruptcy Loss Amount shall equal the Bankruptcy Loss Amount on the
immediately preceding Anniversary Determination Date as reduced by the aggregate
amount of Deficient Valuations and Debt Service Reductions since such preceding
Anniversary Determination Date. As of any Anniversary Determination Date, the
Bankruptcy Loss Amount shall equal the lesser of (x) the Bankruptcy Loss Amount
as of the preceding Determination Date as reduced by any Deficient Valuations
and Debt Service Reductions for the preceding Distribution Date, and (y) the
greater of (i) the Fitch Formula Amount for such Anniversary Determination Date
and (ii) the Formula Amount for such Anniversary Determination Date.
The Bankruptcy Loss Amount may be further reduced by the Company (including
accelerating the manner in which such coverage is reduced) provided that prior
to any such reduction, the Company shall obtain written confirmation from each
Rating Agency that such reduction shall not adversely affect the then-current
rating assigned to the related Classes of Certificates by such Rating Agency and
shall provide a copy of such written confirmation to the Trustee.
Base Servicing Fee: As to any Mortgage Loan and Distribution Date, an
amount equal to the product of (i) the Scheduled Principal Balance of such
Mortgage Loan as of the Due Date in the preceding calendar month and (ii) the
Base Servicing Fee Rate for such Mortgage Loan. The Base Servicing Fee for any
Distribution Date is subject to adjustment pursuant to Section 3.08(d) (with
respect to a Realized Loss) or the definition of Interest Loss (with respect to
the interest portion of a Debt Service Reduction).
Base Servicing Fee Rate: As to any Mortgage Loan, the per annum rate
identified as such for such Mortgage Loan and set forth in the Mortgage Loan
Schedule.
BBA: The British Bankers' Association.
BIF: The Bank Insurance Fund of the FDIC, or its successor in interest.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee, ownership of which is reflected on the books of the
Depository or on the books of a person maintaining an account with such
Depository (directly or as an indirect participant in accordance with the rules
of such Depository). As of the Closing Date, each Class of Certificates, other
than the Class B3, Class B4, Class B5, Class R and Class PO Certificates,
constitutes a Class of Book-Entry Certificates.
Book-Entry Nominee: As defined in Section 5.02(b).
Business Day: Any day other than a Saturday or a Sunday, or a day on which
banking institutions in New York City or the city in which the Corporate Trust
Office is located are authorized or obligated by law or executive order to be
closed.
Buydown Funds: Funds contributed by the Mortgagor or another source in
order to reduce the interest payments required from the Mortgagor for a
specified period in specified amounts.
Buydown Mortgage Loan: Any Mortgage Loan as to which the Mortgagor pays
less than the full monthly payment specified in the Mortgage Note during the
Buydown Period and the difference between the amount paid by the Mortgagor and
the amount specified in the Mortgage Note is paid from the related Buydown
Funds.
Buydown Period: The period during which Buydown Funds are required to be
applied to the related Buydown Mortgage Loan.
Certificate: Any one of the certificates signed and countersigned by the
Trustee in substantially the forms attached hereto as Exhibit A.
Certificate Account: The trust account or accounts created and maintained
with the Trustee pursuant to Section 3.02 and which must be an Eligible Account.
Certificate Interest Loss: (i) On or prior to the Cross-Over Date, any
Interest Loss in respect of an Excess Loss and (ii) after the Cross-Over Date,
any Interest Loss, in each case to the extent such Interest Loss is allocable to
the Certificates in accordance with Section 3.08(d) (with respect to a Realized
Loss) or the definition of Interest Loss (with respect to the interest portion
of a Debt Service Reduction).
Certificate Interest Rate: With respect to any Class of Certificates, other
than any LIBOR Certificates, and as of any Distribution Date, the per annum
fixed rate specified or described in Section 5.01(b). With respect to any Class
of LIBOR Certificates, the per annum variable rate at any time at which interest
accrues on the Certificates of such Class, as determined pursuant to Section
5.01(e).
Certificate Owner: With respect to any Book-Entry Certificate, the person
who is the beneficial owner thereof.
Certificate Principal Balance: As to any Certificate other than a Notional
Certificate, and as of any Distribution Date, the Initial Certificate Principal
Balance of such Certificate (plus, in the case of any Accrual Certificate, its
Percentage Interest of any related Accrual Amount for each previous Distribution
Date) less the sum of (i) all amounts distributed with respect to such
Certificate in reduction of the Certificate Principal Balance thereof on
previous Distribution Dates pursuant to Section 4.01, (ii) any Realized Losses
allocated to such Certificate on previous Distribution Dates pursuant to Section
4.03(b) and (c), and (iii) in the case of a Subordinate Certificate, such
Certificate's Percentage Interest of the Subordinate Certificate Writedown
Amount allocated to such Certificate on previous Distribution Dates. The
Notional Certificates are issued without Certificate Principal Balances.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Certificateholder or Holder: The person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
giving any consent pursuant to this Agreement, a Certificate of any Class to the
extent that the Company or any affiliate is the Certificate Owner or Holder
thereof (except to the extent the Company or any affiliate thereof shall be the
Certificate Owner or Holder of all Certificates of such Class), shall be deemed
not to be outstanding and the Percentage Interest (or Voting Rights) evidenced
thereby shall not be taken into account in determining whether the requisite
amount of Percentage Interests (or Voting Rights) necessary to effect any such
consent has been obtained; provided, however, that in determining whether the
Trustee shall be protected in relying on such consent only the Certificates that
the Trustee knows to be so held shall be so disregarded.
Class: All Certificates bearing the same class designation.
Class A7 Interest Account: The segregated, non-interest bearing account
established and maintained pursuant to Section 3.17.
Class A7 Interest Account Deposit: Cash in the amount of $42,000.
Class A7 Interest Account Termination Date: As defined in Section
4.01(g)(i).
Class A13 Interest Account: The segregated, non-interest bearing account
established and maintained pursuant to Section 3.17.
Class A13 Interest Account Deposit: Cash in the amount of $49,500.
Class A13 Interest Account Termination Date: As defined in Section
4.01(g)(ii).
Class B Certificate: Any Class B1, Class B2, Class B3, Class B4 or Class B5
Certificate.
Class Certificate Principal Balance: As to any Class of Certificates, other
than any Class of Notional Certificates, and as of any date of determination,
the aggregate of the Certificate Principal Balances of all Certificates of such
Class. The Class Certificate Principal Balance of each such Class of
Certificates as of the Closing Date is specified in Section 5.01(b).
Class Interest Shortfall: As to any Distribution Date and any Class of
Certificates (other than any Class of Principal Only Certificates or any Class
consisting of Specified Components) or any Specified Component, any amount by
which the amount distributed to Holders of such Class of Certificates or in
respect of such Specified Component (or added to the Class Certificate Principal
Balance of any Class of Accrual Certificates or to the Component Principal
Balance of any Accrual Component constituting a Specified Component) on such
Distribution Date pursuant to Section 4.01(a)(i) is less than the Accrued
Certificate Interest thereon or in respect thereof for such Distribution Date
(assuming for this purpose that interest on the Class A7 and Class A13
Certificates accrues at an annual rate of 6.50%). As to any Distribution Date
and any Class of Certificates consisting of Specified Components, the sum of the
Class Interest Shortfalls for such Components on such date.
Class PO Deferred Amount: As to any Distribution Date on or prior to the
Cross-Over Date, the aggregate of the applicable PO Percentage of the principal
portion of each Realized Loss, other than any Excess Loss, to be allocated to
the Class PO Certificates on such Distribution Date or previously allocated to
the Class PO Certificates and not yet paid to the Holders of the Class PO
Certificates pursuant to Section 4.01(a)(iv).
Closing Date: January 28, 1999.
Code: The Internal Revenue Code of 1986, as it may be amended from time to
time, any successor statutes thereto, and applicable U.S. Department of the
Treasury temporary or final regulations promulgated thereunder.
COFI: The monthly weighted average cost of funds for savings institutions
the home offices of which are located in Arizona, California, or Nevada that are
member institutions of the Eleventh Federal Home Loan Bank District, as computed
from statistics tabulated and published by the Federal Home Loan Bank of San
Francisco in its monthly Information Bulletin.
COFI Certificates: None.
COFI Determination Date: As to each Interest Accrual Period for any COFI
Certificates, the last Business Day of the calendar month preceding the
commencement of such Interest Accrual Period.
Company: GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey, or its successor in interest
or, if any successor servicer is appointed as herein provided, then such
successor servicer.
Compensating Interest Payment: With respect to any Distribution Date, an
amount equal to the aggregate of the Interest Shortfalls described in clauses
(a) and (b) of the definition thereof with respect to such Distribution Date;
provided, however, that such amount shall not exceed the lesser of (i) an amount
equal to the product of (x) the Pool Scheduled Principal Balance with respect to
such Distribution Date and (y) one-twelfth of 0.125%, and (ii) the aggregate of
the Base Servicing Fees that the Company would be entitled to retain on such
Distribution Date (less any portion thereof paid as servicing compensation to
any Primary Servicer) without giving effect to any Compensating Interest
Payment.
Component: Any of the components of a Class of Component Certificates
having the designations and the initial Component Principal Balances as follows:
Initial Component
Designation Principal Balance
----------- -----------------
N/A N/A
Component Certificate: None.
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Component Interest Rate: None.
Component Principal Balance: As of any Distribution Date, and with respect
to any Component, other than any Notional Component, the initial Component
Principal Balance thereof (as set forth, as applicable, in the definition of
Component) (plus, in the case of any Accrual Component, any related Accrual
Amount for each previous Distribution Date) less the sum of (x) all amounts
distributed in reduction thereof on previous Distribution Dates pursuant to
Section 4.01 and (y) the amount of all Realized Losses allocated thereto
pursuant to Section 4.03(d).
Confirmatory Mortgage Note: With respect to any Mortgage Loan, a note or
other evidence of indebtedness executed by the Mortgagor confirming its
obligation under the note or other evidence of indebtedness previously executed
by the Mortgagor upon the origination of the related Mortgage Loan.
Cooperative: A private, cooperative housing corporation organized in
accordance with applicable state laws which owns or leases land and all or part
of a building or buildings located in the relevant state, including apartments,
spaces used for commercial purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building owned
or leased by a Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of one or more Proprietary Leases.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate(s), (iii) an
assignment of the Proprietary Lease(s), (iv) financing statements and (v) a
stock power (or other similar instrument), and in addition thereto, a
recognition agreement between the Cooperative and the originator of the
Cooperative Loan, each of which was transferred and assigned to the Trustee
pursuant to Section 2.01 and are from time to time held as part of the Trust
Fund. The Mortgage Loans identified as such in Exhibit C hereto are Cooperative
Loans.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate(s) or other instrument evidencing the related Cooperative
Stock.
Corporate Trust Office: The principal office of the Trustee at which at any
particular time its corporate trust business shall be administered, which office
at the date of the execution of this instrument is located at Two International
Place, Boston, Massachusetts 02110, Attention: Corporate Trust Department.
Cross-Over Date: The first Distribution Date on which the aggregate Class
Certificate Principal Balance of the Junior Certificates has been reduced to
zero (giving effect to all distributions on such Distribution Date).
Cut-off Date: January 1, 1999.
Debt Service Reduction: As to any Mortgage Loan and any Determination Date,
the excess of (a) the then current Monthly Payment for such Mortgage Loan over
(b) the amount of the monthly payment of principal and interest required to be
paid by the Mortgagor as established by a court of competent jurisdiction as a
result of a proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.).
Deceased Holder: With respect to a Holder of a Class A6, Class A12, Class
A14 or Class A15 Certificate, as defined in Section 4.10(b).
Defaulted Mortgage Loan: With respect to any Determination Date, a Mortgage
Loan as to which the related Mortgagor has failed to make unexcused payment in
full of a total of three or more consecutive installments of principal and
interest, and as to which such delinquent installments have not been paid, as of
the close of business on the last Business Day of the month next preceding the
month of such Determination Date.
Defective Mortgage Loan: Any Mortgage Loan which is required to be
purchased by the Company (or which the Company may replace with a substitute
Mortgage Loan) pursuant to Section 2.02 or 2.03(a).
Deficient Valuation: As to any Mortgage Loan and any Determination Date,
the excess of (a) the then outstanding indebtedness under such Mortgage Loan
over (b) the valuation by a court of competent jurisdiction of the related
Mortgaged Property as a result of a proceeding initiated by or against the
related Mortgagor under the Bankruptcy Code, as amended from time to time (11
U.S.C.), pursuant to which such Mortgagor retained such Mortgaged Property.
Definitive Certificate: Any Certificate, other than a Book-Entry
Certificate, issued in definitive, fully registered form.
Definitive Restricted Junior Certificate: Any Restricted Junior Certificate
that is in the form of a Definitive Certificate.
Depository: The initial Depository shall be The Depository Trust Company,
the nominee of which is CEDE & Co. The Depository shall at all times be a
"clearing corporation" as defined in Section 8-102(a)(5) of the Uniform
Commercial Code of the State of New York, as amended, or any successor
provisions thereto.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for which, from time to time, the Depository effects
book-entry transfers and pledges of securities deposited with such Depository.
Designated Loan Closing Documents: With respect to any Designated Loan, a
Lost Note Affidavit substantially in the form of Exhibit L, and an assignment of
the related Mortgage to the Trustee in recordable form (except for the omission
therein of recording information concerning such Mortgage).
Designated Loans: The Mortgage Loans listed in Exhibit M hereto.
Designated Telerate Page: The Dow Jones Telerate Service page 3750 (or such
other page as may replace page 3750 on that service or such other service as may
be nominated by the BBA for the purpose of displaying the Interest Settlement
Rates).
Determination Date: With respect to any Distribution Date, the fifth
Business Day prior thereto.
Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage Rate less
than 6.50% per annum.
Disqualified Organization: Any of the following: (i) the United States, any
State or political subdivision thereof, or any agency or instrumentality of any
of the foregoing (including but not limited to state pension organizations);
(ii) a foreign government, International Organization or any agency or
instrumentality of either of the foregoing; (iii) an organization (except
certain farmers' cooperatives described in Code section 521) which is exempt
from tax imposed by Chapter 1 of the Code (including the tax imposed by section
511 of the Code on unrelated business taxable income); and (iv) a rural electric
and telephone cooperative described in Code section 1381(a)(2)(C). The terms
"United States," "State" and "International Organization" shall have the
meanings set forth in Code section 7701 or successor provisions. A corporation
will not be treated as an instrumentality of the United States or of any State
or political subdivision thereof for these purposes if all of its activities are
subject to tax and a majority of its board of directors is not selected by such
governmental unit.
Distribution Date: The 25th day of each calendar month after the month of
initial issuance of the Certificates, or, if such 25th day is not a Business
Day, the next succeeding Business Day.
Distribution Date Statement: The statement referred to in Section 4.05(a).
Document File: As defined in Section 2.01.
Due Date: The first day of the month of the related Distribution Date.
Eligible Account: An account that is either (i) maintained with a
depository institution the debt obligations of which have been rated by each
Rating Agency in one of its two highest long-term rating categories and has been
assigned by S&P its highest short-term rating, (ii) an account or accounts the
deposits in which are fully insured by either the BIF or the SAIF, (iii) an
account or accounts, in a depository institution in which such accounts are
insured by the BIF or the SAIF (to the limits established by the FDIC), the
uninsured deposits in which accounts are either invested in Permitted
Investments or are otherwise secured to the extent required by the Rating
Agencies such that, as evidenced by an Opinion of Counsel delivered to the
Trustee, the Certificateholders have a claim with respect to the funds in such
account or a perfected first security interest against any collateral (which
shall be limited to Permitted Investments) securing such funds that is superior
to claims of any other depositors or creditors of the depository institution
with which such account is maintained, (iv) a trust account maintained with the
corporate trust department of a federal or state chartered depository
institution or of a trust company with trust powers and acting in its fiduciary
capacity for the benefit of the Trustee hereunder or (v) such account as will
not cause either Rating Agency to downgrade or withdraw its then-current rating
assigned to the Certificates, as evidenced in writing by the Rating Agencies.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA-Restricted Certificate: Any Junior Certificate.
Event of Default: An event described in Section 7.01.
Excess Bankruptcy Loss: Any Deficient Valuation or Debt Service Reduction,
or portion thereof, (i) occurring after the Bankruptcy Coverage Termination Date
or (ii) if on such date, in excess of the then-applicable Bankruptcy Loss
Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, (i) occurring after
the Fraud Coverage Termination Date or (ii) if on such date, in excess of the
then-applicable Fraud Loss Amount.
Excess Loss: Any Excess Bankruptcy Loss, Excess Fraud Loss or Excess
Special Hazard Loss.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
(i) occurring after the Special Hazard Termination Date or (ii) if on such date,
in excess of the then-applicable Special Hazard Loss Amount.
FDIC: The Federal Deposit Insurance Corporation, or its successor in
interest.
FHLMC: The Federal Home Loan Mortgage Corporation or its successor in
interest.
Financial Intermediary: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a custodial
relationship with a Depository Participant.
Fitch: Fitch IBCA, Inc. and its successors.
Fitch Formula Amount: As to each Anniversary Determination Date, the
greater of (i) $50,000 and (ii) the product of (x) the greatest Assumed Monthly
Payment Reduction for any Non-Primary Residence Loan whose original principal
balance was 80% or greater of the Original Value thereof, (y) the weighted
average remaining term to maturity (expressed in months) of all the Non-Primary
Residence Loans remaining in the Mortgage Pool as of such Anniversary
Determination Date, and (z) the sum of (A) one plus (B) the number of all
remaining Non-Primary Residence Loans divided by the total number of Outstanding
Mortgage Loans as of such Anniversary Determination Date.
FNMA: The Federal National Mortgage Association or its successor in
interest.
Formula Amount: As to each Anniversary Determination Date, the greater of
(i) $100,000 and (ii) the product of (x) 0.06% and (y) the Scheduled Principal
Balance of each Mortgage Loan remaining in the Mortgage Pool whose original
principal balance was 75% or greater of the Original Value thereof.
Fraud Coverage Termination Date: The Distribution Date upon which the
related Fraud Loss Amount has been reduced to zero or a negative number (or the
Cross-Over Date, if earlier).
Fraud Loss: Any Realized Loss attributable to fraud in the origination of
the related Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the Cut-off Date, (x)
prior to the first anniversary of the Cut-off Date, an amount equal to
$7,048,394 minus the aggregate amount of Fraud Losses that would have been
allocated to the Junior Certificates in accordance with Section 4.03 in the
absence of the Loss Allocation Limitation since the Cut-off Date, and (y) from
the first to the fifth anniversary of the Cut-off Date, an amount equal to (1)
the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the
Cut-off Date and (b) 1% (from the first to but excluding the third anniversaries
of the Cut-off Date) or 0.5% (from and including the third to but excluding the
fifth anniversaries of the Cut-off Date) of the aggregate outstanding principal
balance of all of the Mortgage Loans as of the most recent anniversary of the
Cut-off Date minus (2) the Fraud Losses that would have been allocated to the
Junior Certificates in accordance with Section 4.03 in the absence of the Loss
Allocation Limitation since the most recent anniversary of the Cut-off Date. On
or after the fifth anniversary of the Cut-off Date the Fraud Loss Amount shall
be zero.
Group I Final Distribution Date: The Distribution Date on which the
aggregate Certificate Principal Balance of the Group I Senior Certificates is
reduced to zero.
Group I Senior Certificate: Any Class A2, Class A3, Class A4, Class A5,
Class A6, Class A7, Class A8, Class A9, Class A10, Class A11, Class A12, Class
A13, Class A14, Class A15 or Class R Certificate.
Group II Senior Certificate: Any Class A1 Certificate.
Group II Senior Percentage: With respect to any Distribution Date, the
percentage (carried to six decimal places) obtained by dividing (x) the
aggregate Certificate Principal Balance of the Group II Senior Certificates
immediately preceding such Distribution Date, by (y) the aggregate Certificate
Principal Balance of all the Certificates (other than the Class PO Certificates)
immediately preceding such Distribution Date.
Group II Senior Prepayment Distribution Percentage: 0% through the
Distribution Date in January 2004; 30% thereafter through the Distribution Date
in January 2005; 40% thereafter through the Distribution Date in January 2006;
60% thereafter through the Distribution Date in January 2007; 80% thereafter
through the Distribution Date in January 2008; and 100% thereafter.
Group II Senior Principal Distribution Amount: With respect to any
Distribution Date, the sum of (a) the total of the amounts described in clauses
(i) and (iii) of the definition of Senior Optimal Principal Amount for such date
(without application of the Senior Percentage or the Senior Prepayment
Percentage) multiplied by the Group II Senior Percentage for such date and (b)
the total of the amounts described in clauses (ii), (iv) and (v) of the
definition of Senior Optimal Principal Amount (without application of the Senior
Prepayment Percentage) for such date multiplied by the product of (x) the Group
II Senior Percentage for such date and (y) the Group II Senior Prepayment
Distribution Percentage for such date; provided, however, that (i) on the Group
I Final Distribution Date, the Group II Senior Principal Distribution Amount
will be increased by any Senior Optimal Principal Amount remaining after
distributions of principal have been made on the Group I Senior Certificates and
(ii) following the Group I Final Distribution Date, the Group II Senior
Principal Distribution Amount will equal the Senior Optimal Principal Amount.
Initial Certificate Principal Balance: With respect to any Certificate,
other than a Notional Certificate, the Certificate Principal Balance of such
Certificate or any predecessor Certificate on the Closing Date.
Initial LIBOR Rate: None.
Insurance Proceeds: Proceeds paid pursuant to the Primary Insurance
Policies, if any, and amounts paid by any insurer pursuant to any other
insurance policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by the Primary Insurance Policies, if
any, or any other insurance policy or policies applicable to the Mortgage Loans.
Interest Accrual Period: With respect to any Distribution Date and any
Class of Certificates (other than any Class of Principal Only Certificates) or
Component, the one-month period ending on the last day of the month preceding
the month in which such Distribution Date occurs.
Interest Loss: (i) With respect to any Realized Loss, the excess of accrued
and unpaid interest due on the related Mortgage Loan over the amount allocated
to interest thereon in accordance with Section 3.08(d), and (ii) with respect to
any Debt Service Reduction and any calendar month, the reduction in the amount
of interest due on the related Mortgage Loan during such month as a result of
the relevant bankruptcy proceeding.
The amount of any Interest Loss described in clause (i) of the preceding
paragraph will be allocated among the Base Servicing Fee, the Supplemental
Servicing Fee and the Certificates in accordance with Section 3.08(d). The
amount of any Interest Loss described in clause (ii) of the preceding paragraph
will be allocated among the Base Servicing Fee, the Supplemental Servicing Fee
and the Certificates in proportion to the amount of interest that would have
been allocated to the Base Servicing Fee at the Base Servicing Fee Rate, the
Supplemental Servicing Fee at the Supplemental Servicing Fee Rate and interest
at the Remittance Rate, respectively, in the absence of the Debt Service
Reduction.
Interest Settlement Rate: With respect to any Interest Accrual Period, the
rate (expressed as a percentage per annum) for one-month U.S. Dollar deposits
reported by the BBA at 11:00 a.m. London time on the related LIBOR Determination
Date and as it appears on the Designated Telerate Page.
Interest Shortfall: With respect to any Distribution Date and each Mortgage
Loan that during the related Prepayment Period was the subject of a Voluntary
Principal Prepayment or constitutes a Relief Act Mortgage Loan, an amount
determined as follows:
(A) partial principal prepayments: one month's interest at the
applicable Net Mortgage Rate on the amount of such prepayment;
(B) principal prepayments in full received on or after the sixteenth
day of the month preceding the month of such Distribution Date (or, in the
case of the first Distribution Date, on or after the Cut-off Date) but on
or before the last day of the month preceding the month of such
Distribution Date, the difference between (i) one month's interest at the
applicable Net Mortgage Rate on the Scheduled Principal Balance of such
Mortgage Loan immediately prior to such prepayment and (ii) the amount of
interest for the calendar month of such prepayment (adjusted to the
applicable Net Mortgage Rate) received at the time of such prepayment;
(C) principal prepayments in full received by the Company (or of which
the Company receives notice, in the case of a Mortgage Loan serviced by a
Primary Servicer) on or after the first day but on or before the fifteenth
day of the month of such Distribution Date: none; and
(D) Relief Act Mortgage Loans: As to any Relief Act Mortgage Loan, the
excess of (i) 30 days' interest (or, in the case of a Principal Prepayment
in full, interest to the date of prepayment) on the Scheduled Principal
Balance thereof (or, in the case of a Principal Prepayment in part, on the
amount so prepaid) at the related Net Mortgage Rate over (ii) 30 days'
interest (or, in the case of a Principal Prepayment in full, interest to
the date of prepayment) on such Scheduled Principal Balance (or, in the
case of a Principal Prepayment in part, on the amount so prepaid) at the
Net Mortgage Rate required to be paid by the Mortgagor as limited by
application of the Relief Act.
For purposes of the definitions of Net Interest Shortfall and Supplemental
Servicing Fee, the amount of any Interest Shortfall shall be allocated between
the Certificates and the Supplemental Servicing Fee in proportion to the amount
of interest that would have been allocated to the Certificates (at the
Remittance Rate) and the Supplemental Servicing Fee (at the Supplemental
Servicing Fee Rate), respectively, in the absence of such Interest Shortfall.
Junior Certificate: Any Class M or Class B Certificate.
Junior Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum of the following (but in no event greater than the aggregate
Certificate Principal Balance of the Junior Certificates immediately prior to
such Distribution Date):
(i) the Junior Percentage of the applicable Non-PO Percentage of the
principal portion of each Monthly Payment due on the related Due Date on
each Outstanding Mortgage Loan as of such Due Date as specified in the
amortization schedule at the time applicable thereto (after adjustment for
previous Principal Prepayments and the principal portion of Debt Service
Reductions subsequent to the Bankruptcy Coverage Termination Date but
before any adjustment to such amortization schedule by reason of any
bankruptcy (other than as aforesaid) or similar proceeding or any
moratorium or similar waiver or grace period);
(ii) the Junior Prepayment Percentage of the applicable Non-PO
Percentage of all principal prepayments in part received during the related
Prepayment Period, and 100% of any Senior Optimal Principal Amount not
distributed to the Senior Certificates on such Distribution Date, together
with the Junior Prepayment Percentage of the applicable Non-PO Percentage
of the Scheduled Principal Balance of each Mortgage Loan which was the
subject of a Voluntary Principal Prepayment in full during the related
Prepayment Period;
(iii) the excess, if any, of (x) the applicable Non-PO Percentage of
the sum of (A) all Net Liquidation Proceeds allocable to principal received
during the related Prepayment Period (other than in respect of Mortgage
Loans described in clause (B)) and (B) the principal balance of each
Mortgage Loan that was purchased by an insurer from the Trustee during the
related Prepayment Period pursuant to the related Primary Insurance Policy,
over (y) the amount distributable pursuant to clause (iii) of the
definition of Senior Optimal Principal Amount on such Distribution Date;
(iv) the Junior Prepayment Percentage of the applicable Non-PO
Percentage of the Scheduled Principal Balance of each Mortgage Loan which
was purchased on such Distribution Date pursuant to Section 2.02, 2.03(a)
or 3.16; and
(v) the Junior Prepayment Percentage of the applicable Non-PO
Percentage of the Substitution Amount for any Mortgage Loan substituted
during the month of such Distribution Date.
For purposes of clause (ii) above, a Voluntary Principal Prepayment in full
with respect to a Mortgage Loan serviced by a Primary Servicer shall be deemed
to have been received when the Company, as servicer, receives notice thereof.
After the Class Certificate Principal Balances of the Junior Certificates
have been reduced to zero, the Junior Optimal Principal Amount shall be zero.
Junior Percentage: As to any Distribution Date, the excess of 100% over the
Senior Percentage for such Distribution Date.
Junior Prepayment Percentage: As to any Distribution Date, the excess of
100% over the Senior Prepayment Percentage for such Distribution Date, except
that (i) after the aggregate Certificate Principal Balance of the Senior
Certificates other than the Class PO Certificates has been reduced to zero, the
Junior Prepayment Percentage shall be 100%, and (ii) after the Cross-Over Date,
the Junior Prepayment Percentage shall be zero.
Latest Possible Maturity Date: January 25, 2031.
LIBOR: With respect to any Interest Accrual Period, the per annum rate
determined, pursuant to Section 5.08, on the basis of the Interest Settlement
Rate or as otherwise provided in such Section.
LIBOR Certificate: None.
LIBOR Determination Date: The second London Banking Day immediately
preceding the commencement of each Interest Accrual Period for any LIBOR
Certificates.
Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which the
Company has determined that all amounts which it expects to recover on behalf of
the Trust Fund from or on account of such Mortgage Loan have been recovered,
including any Mortgage Loan with respect to which the Company determines not to
foreclose upon the related Mortgaged Property based on its belief that such
Mortgaged Property may be contaminated with or affected by hazardous or toxic
wastes, materials or substances.
Liquidation Expenses: Expenses which are incurred by the Company in
connection with the liquidation of any defaulted Mortgage Loan and not recovered
by the Company under any Primary Insurance Policy for reasons other than the
Company's failure to comply with Section 3.05, such expenses including, without
limitation, legal fees and expenses, and, regardless of when incurred, any
unreimbursed amount expended by the Company pursuant to Section 3.03 or Section
3.06 respecting the related Mortgage Loan and any related and unreimbursed
Property Protection Expenses.
Liquidation Proceeds: Cash (other than Insurance Proceeds) received in
connection with the liquidation of any defaulted Mortgage Loan whether through
judicial foreclosure or otherwise.
Living Holder: Any Certificate Owner of a Class A6, Class A12, Class A14 or
Class A15 Certificate, other than a Deceased Holder.
Loan-to-Value Ratio: With respect to each Mortgage Loan, the original
principal amount of such Mortgage Loan, divided by the Original Value of the
related Mortgaged Property.
London Banking Day: Any day on which banks are open for dealing in foreign
currency and exchange in London, England.
Loss Allocation Limitation: As defined in Section 4.03(g).
MLCC: Merrill Lynch Credit Corporation, or its successor in interest.
Monthly Advance: With respect to any Distribution Date, the aggregate of
the advances required to be made by the Company pursuant to Section 4.04(a) (or
by the Trustee pursuant to Section 4.04(b)) on such Distribution Date, the
amount of any such Monthly Advance being equal to (a) the aggregate of payments
of principal and interest (adjusted to the related Remittance Rate) on the
Mortgage Loans that were due on the related Due Date, without regard to any
arrangements entered into by the Company with the related Mortgagors pursuant to
Section 3.02(a)(ii), and delinquent as of the close of business on the Business
Day next preceding the related Determination Date, less (b) the amount of any
such payments which the Company or the Trustee, as applicable, in its reasonable
judgment believes will not be ultimately recoverable by it either out of late
payments by the Mortgagor, Net Liquidation Proceeds, Insurance Proceeds, REO
Proceeds or otherwise. With respect to any Mortgage Loan, the portion of any
such advance or advances made with respect thereto.
Monthly Payment: The scheduled monthly payment on a Mortgage Loan for any
month allocable to principal or interest on such Mortgage Loan.
Moody's: Moody's Investors Service, Inc. and its successors.
Mortgage: The mortgage or deed of trust creating a first lien on a fee
simple interest or leasehold estate in real property securing a Mortgage Note.
Mortgage 100SM Loan: A Mortgage Loan identified on Exhibit N hereof that
has a Loan-to-Value Ratio at origination in excess of 80.00% and that is secured
by Additional Collateral and does not have a Primary Insurance Policy.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to
a particular Mortgage Loan and any additional documents required to be added to
such documents pursuant to this Agreement.
Mortgage Loan Payment Record: The record maintained by the Company pursuant
to Section 3.02(b).
Mortgage Loan Schedule: As of any date of determination, the schedule of
Mortgage Loans included in the Trust Fund. The initial schedule of Mortgage
Loans as of the Cut-off Date is attached hereto as Exhibit C.
Mortgage Loans: As of any date of determination, each of the mortgage loans
identified on the Mortgage Loan Schedule (as amended pursuant to Section
2.03(b)) delivered and assigned to the Trustee pursuant to Section 2.01 or
2.03(b), and not theretofore released from the Trust Fund by the Trustee.
Mortgage Note: With respect to any Mortgage Loan, the note or other
evidence of indebtedness (which may consist of a Confirmatory Mortgage Note)
evidencing the indebtedness of a Mortgagor under such Mortgage Loan.
Mortgage Pool: The aggregate of the Mortgage Loans identified in the
Mortgage Loan Schedule.
Mortgage Rate: The per annum rate of interest borne by a Mortgage Loan as
set forth in the related Mortgage Note.
Mortgaged Property: The underlying real property securing the Mortgage
Loan, or with respect to a Cooperative Loan, the related Proprietary Lease and
Cooperative Stock.
Mortgagor: With respect to any Mortgage Loan, each obligor on the related
Mortgage Note.
Net Interest Shortfall: With respect to any Distribution Date, the excess,
if any, of the aggregate Interest Shortfalls allocable to the Certificates (as
determined in accordance with the definition of Interest Shortfall) for such
Distribution Date over any Compensating Interest Payment for such date.
Net Liquidation Proceeds: As to any Liquidated Mortgage Loan, the sum of
(i) any Liquidation Proceeds therefor less the related Liquidation Expenses, and
(ii) any Insurance Proceeds therefor, other than any such Insurance Proceeds
applied to the restoration of the related Mortgaged Property.
Net Mortgage Rate: With respect to any Mortgage Loan, the related Mortgage
Rate less the applicable Base Servicing Fee Rate.
Non-Book-Entry Certificate: Any Certificate other than a Book-Entry
Certificate.
Non-Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage Rate
greater than or equal to 6.50% per annum.
Non-permitted Foreign Holder: As defined in Section 5.02(b).
Non-PO Percentage: As to any Discount Mortgage Loan, a fraction (expressed
as a percentage), the numerator of which is the Net Mortgage Rate of such
Discount Mortgage Loan and the denominator of which is 6.50%. As to any
Non-Discount Mortgage Loan, 100%.
Non-Primary Residence Loan: Any Mortgage Loan secured by a Mortgaged
Property that is (on the basis of representations made by the Mortgagors at
origination) a second home or investor-owned property.
Nonrecoverable Advance: All or any portion of any Monthly Advance or
Monthly Advances previously made by the Company (or the Trustee) which, in the
reasonable judgment of the Company (or, as applicable, the Trustee) will not be
ultimately recoverable from related Net Liquidation Proceeds, Insurance
Proceeds, REO Proceeds or otherwise. The determination by the Company that it
has made a Nonrecoverable Advance or that any advance, if made, would constitute
a Nonrecoverable Advance, shall be evidenced by an Officer's Certificate of the
Company delivered to the Trustee and detailing the reasons for such
determination.
Non-U.S. Person: As defined in Section 4.02(c).
Notional Certificate: None.
Notional Component: None.
Notional Component Balance: None.
Notional Principal Balance: None.
Officer's Certificate: A certificate signed by the President, a Senior Vice
President or a Vice President of the Company and delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, who may be counsel for
the Company; provided, however, that any Opinion of Counsel with respect to the
interpretation or application of the REMIC Provisions or the status of an
account as an Eligible Account shall be the opinion of independent counsel
satisfactory to the Trustee.
Original Subordinate Principal Balance: As set forth in the definition of
Senior Prepayment Percentage.
Original Value: The value of the property underlying a Mortgage Loan based,
in the case of the purchase of the underlying Mortgaged Property, on the lower
of an appraisal satisfactory to the Company or the sales price of such property
or, in the case of a refinancing, on an appraisal satisfactory to the Company.
Outstanding Mortgage Loan: With respect to any Due Date, a Mortgage Loan
which, prior to such Due Date, was not the subject of a Principal Prepayment in
full, did not become a Liquidated Mortgage Loan and was not purchased pursuant
to Section 2.02, 2.03(a) or 3.16 or replaced pursuant to Section 2.03(b).
Outstanding Non-Discount Mortgage Loan: Any Outstanding Mortgage Loan that
is a Non-Discount Mortgage Loan.
PAC Balance: As to any Distribution Date and any Class of PAC Certificates
and any PAC Component, the balance designated as such for such Distribution Date
and such Class or Component as set forth in the Principal Balance Schedules.
PAC Certificate: None.
PAC Component: None.
Parent PowerSM Loan: A Mortgage Loan identified on Exhibit N hereto that
has a Loan-to-Value Ratio at origination in excess of 80.00%, that is supported
by Additional Collateral and does not have a Primary Insurance Policy.
Pay-out Rate: With respect to any Class of Certificates (other than any
Class of Principal Only Certificates) and any Distribution Date, the rate at
which interest is distributed on such Class on such Distribution Date and which
is equal to a fraction (expressed as an annualized percentage) the numerator of
which is the Accrued Certificate Interest for such Class and Distribution Date,
and the denominator of which is the Class Certificate Principal Balance (or, in
the case of the Notional Certificates, the Notional Principal Balance) of such
Class immediately prior to such Distribution Date.
Percentage Interest: With respect to any Certificate, the percentage
interest in the undivided beneficial ownership interest in the Trust Fund
evidenced by Certificates of the same Class as such Certificate. With respect to
any Certificate, the Percentage Interest evidenced thereby shall equal the
Initial Certificate Principal Balance (or, in the case of a Notional
Certificate, the initial Notional Principal Balance) thereof divided by the
aggregate Initial Certificate Principal Balance (or, in the case of a Notional
Certificate, the aggregate initial Notional Principal Balance) of all
Certificates of the same Class.
Permitted Investments: One or more of the following; provided, however,
that no such Permitted Investment may mature later than the Business Day
preceding the Distribution Date after such investment except as otherwise
provided in Section 3.02(e) hereof, provided, further, that such investments
qualify as "cash flow investments" as defined in section 860G(a)(6) of the Code:
(i) obligations of, or guaranteed as to timely receipt of principal
and interest by, the United States or any agency or instrumentality thereof
when such obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i)
provided that the unsecured obligations of the party agreeing to repurchase
such obligations are at the time rated by each Rating Agency in the highest
long-term rating category;
(iii) federal funds, certificates of deposit, time deposits and
banker's acceptances, of any U.S. depository institution or trust company
incorporated under the laws of the United States or any state provided that
the debt obligations of such depository institution or trust company at the
date of acquisition thereof have been rated by each Rating Agency in the
highest long-term rating category;
(iv) commercial paper of any corporation incorporated under the laws
of the United States or any state thereof which on the date of acquisition
has the highest short term rating of each Rating Agency; and
(v) other obligations or securities that are acceptable to each Rating
Agency as a Permitted Investment hereunder and will not, as evidenced in
writing, result in a reduction or withdrawal in the then current rating of
the Certificates.
Notwithstanding the foregoing, Permitted Investments shall not include
"stripped securities" and investments which contractually may return less than
the purchase price therefor.
Person: Any legal person, including any individual, corporation,
partnership, limited liability company, joint venture, association, joint-stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof.
Plan: Any Person which is an employee benefit plan subject to ERISA or a
plan subject to section 4975 of the Code.
Pledged Asset Loan-to-Value Ratio: With respect to any Pledged Asset
Mortgage Loan, (i) the original loan amount less the portion of any required
Additional Collateral which is covered by the Surety Bond, divided by (ii) the
Original Value of the related Mortgaged Property.
Pledged Asset Mortgage Loan: Each Mortgage 100SM Loan and Parent PowerSM
Loan purchased from MLCC that is supported by Additional Collateral and
identified on Exhibit N hereto.
Pledged Asset Mortgage Servicing Agreement: The Amended and Restated
Pledged Asset Mortgage Servicing Agreement, dated as of June 2, 1998, between
MLCC and the Company.
PO Percentage: As to any Discount Mortgage Loan, a fraction (expressed as a
percentage), the numerator of which is the excess of 6.50% over the Net Mortgage
Rate of such Discount Mortgage Loan and the denominator of which is 6.50%. As to
any Non-Discount Mortgage Loan, 0%.
PO Principal Distribution Amount: As to any Distribution Date, an amount
equal to the sum of the applicable PO Percentage of:
(i) the principal portion of each Monthly Payment due on the related
Due Date on each Outstanding Mortgage Loan as of such Due Date as specified
in the amortization schedule at the time applicable thereto (after
adjustments for previous Principal Prepayments and the principal portion of
Debt Service Reductions subsequent to the Bankruptcy Coverage Termination
Date but before any adjustment to such amortization schedule by reason of
any bankruptcy (except as aforesaid) or similar proceeding or any
moratorium or similar waiver or grace period);
(ii) all principal prepayments in part received during the related
Prepayment Period, together with the Scheduled Principal Balance (as
reduced by any Deficient Valuation occurring on or prior to the Bankruptcy
Coverage Termination Date) of each Mortgage Loan which was the subject of a
Voluntary Principal Prepayment in full during the related Prepayment
Period;
(iii) the sum of (A) all Net Liquidation Proceeds allocable to
principal received in respect of each Mortgage Loan that became a
Liquidated Mortgage Loan during the related Prepayment Period (other than
Mortgage Loans described in clause (B)) and (B) the principal balance of
each Mortgage Loan purchased by an insurer from the Trustee pursuant to the
related Primary Insurance Policy, in each case during the related
Prepayment Period;
(iv) the Scheduled Principal Balance (as reduced by any Deficient
Valuation occurring on or prior to the Bankruptcy Coverage Termination
Date) of each Mortgage Loan which was purchased on such Distribution Date
pursuant to Section 2.02, 2.03(a) or 3.16; and
(v) the Substitution Amount for any Mortgage Loan substituted during
the month of such Distribution Date; for purposes of this clause (v), the
definition of "Substitution Amount" shall be modified to reduce the
Scheduled Principal Balance of the Mortgage Loan that is substituted for by
any Deficient Valuation occurring on or prior to the Bankruptcy Coverage
Termination Date.
For purposes of clause (ii) above, a Voluntary Principal Prepayment in full
with respect to a Mortgage Loan serviced by a Primary Servicer shall be deemed
to have been received when the Company, as servicer, receives notice thereof.
Pool Scheduled Principal Balance: With respect to any Distribution Date,
the aggregate Scheduled Principal Balance of all the Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month next preceding the month
of such Distribution Date (or, in the case of the first Distribution Date, the
Cut-off Date; or, if so specified, such other date).
Prepayment Assumption: The assumed fixed schedule of prepayments on a pool
of new mortgage loans with such schedule given as a monthly sequence of
prepayment rates, expressed as annualized percent values. These values start at
0.2% per year in the first month, increase by 0.2% per year in each succeeding
month until month 30, ending at 6.0% per year. At such time, the rate remains
constant at 6.0% per year for the balance of the remaining term. Multiples of
the Prepayment Assumption are calculated from this prepayment rate series.
Prepayment Assumption Multiple: 275% of the Prepayment Assumption.
Prepayment Distribution Trigger: As of any Distribution Date and as to each
Class of Class B Certificates, the related Prepayment Distribution Trigger is
satisfied if (x) the fraction, expressed as a percentage, the numerator of which
is the aggregate Class Certificate Principal Balance of such Class and each
Class subordinate thereto, if any, on such Distribution Date, and the
denominator of which is the Pool Scheduled Principal Balance for such
Distribution Date, equals or exceeds (y) such percentage calculated as of the
Closing Date.
Prepayment Interest Excess: As to any Voluntary Principal Prepayment in
full received from the first day through the fifteenth day of any calendar month
(other than the calendar month in which the Cut-off Date occurs), all amounts
paid in respect of interest on such Principal Prepayment. For purposes of
determining the amount of Prepayment Interest Excess for any month, a Voluntary
Principal Prepayment in full with respect to a Mortgage Loan serviced by a
Primary Servicer shall be deemed to have been received when the Company, as
servicer, receives notice thereof. All Prepayment Interest Excess shall be
retained by the Company, as servicer, as additional servicing compensation.
Prepayment Period: With respect to any Distribution Date and any Voluntary
Principal Prepayment in part or other Principal Prepayment other than a
Voluntary Principal Prepayment in full, the calendar month preceding the month
of such Distribution Date; with respect to any Distribution Date and any
Voluntary Principal Prepayment in full, the period beginning on the sixteenth
day of the calendar month preceding the month of such Distribution Date (or, in
the case of the first Distribution Date, beginning on the Cut-off Date) and
ending on the fifteenth day of the month in which such Distribution Date occurs.
Primary Insurance Policy: The certificate of private mortgage insurance
relating to a particular Mortgage Loan, or an electronic screen print setting
forth the information contained in such certificate of private mortgage
insurance, including, without limitation, information relating to the name of
the mortgage insurance carrier, the certificate number, the loan amount, the
property address, the effective date of coverage, the amount of coverage and the
expiration date of the policy. Each such policy covers defaults by the
Mortgagor, which coverage shall equal the portion of the unpaid principal
balance of the related Mortgage Loan that exceeds 75% (or such lesser coverage
required or permitted by FNMA or FHLMC) of the Original Value of the underlying
Mortgaged Property.
Primary Servicer: Any servicer with which the Company has entered into a
servicing agreement, as described in Section 3.01(f).
Principal Balance Schedules: Any principal balance schedules attached
hereto, if applicable, as Exhibit B, setting forth the PAC Balances of any PAC
Certificates and PAC Components, the TAC Balances of any TAC Certificates and
TAC Components and the Scheduled Balances of any Scheduled Certificates and
Scheduled Components.
Principal Distribution Request: Any request for a distribution in reduction
of the Class Certificate Principal Balance of any Class A6, Class A12, Class A14
or Class A15 Certificate, submitted in writing to a Depository Participant or
Financial Intermediary (or, if the Class A6, Class A12, Class A14 or Class A15
Certificates are no longer represented by a Book-Entry Certificate, to the
Trustee) by the Certificate Owner (or Certificateholder) of a Class A6, Class
A12, Class A14 or Class A15 Certificate pursuant to Section 4.10(c) or 4.10(g),
as applicable.
Principal Only Certificate: Any Class PO Certificate.
Principal Only Component: None.
Principal Prepayment: Any payment or other recovery of principal on a
Mortgage Loan (including, for this purpose, any refinancing permitted by Section
3.01 and any REO Proceeds treated as such pursuant to Section 3.08(b)) which is
received in advance of its scheduled Due Date and is not accompanied by an
amount of interest representing scheduled interest for any month subsequent to
the month of prepayment.
Private Placement Memorandum: The private placement memorandum relating to
the Restricted Junior Certificates dated January 21, 1999.
Prohibited Transaction Exemption: U.S. Department of Labor Prohibited
Transaction Exemption 90-29, 55 Fed. Reg. 21459, May 24, 1990.
Property Protection Expenses: With respect to any Mortgage Loan, expenses
paid or incurred by or for the account of the Company in accordance with the
related Mortgage for (a) real estate property taxes and property repair,
replacement, protection and preservation expenses and (b) similar expenses
reasonably paid or incurred to preserve or protect the value of such Mortgage to
the extent the Company is not reimbursed therefor pursuant to the Primary
Insurance Policy, if any, or any other insurance policy with respect thereto.
Proprietary Lease: With respect to a Cooperative Loan, the proprietary
lease(s) or occupancy agreement with respect to the Cooperative Apartment
occupied by the Mortgagor and relating to the related Cooperative Stock, which
lease or agreement confers an exclusive right to the holder of such Cooperative
Stock to occupy such apartment.
Purchase Price: With respect to any Mortgage Loan required or permitted to
be purchased hereunder from the Trust Fund, an amount equal to 100% of the
unpaid principal balance thereof plus interest thereon at the applicable
Mortgage Rate from the date to which interest was last paid to the first day of
the month in which such purchase price is to be distributed; provided, however,
that if the Company is the servicer hereunder, such purchase price shall be net
of unreimbursed Monthly Advances with respect to such Mortgage Loan, and the
interest component of the Purchase Price may be computed on the basis of the
Remittance Rate for such Mortgage Loan.
QIB: A "qualified institutional buyer" as defined in Rule 144A under the
Securities Act of 1933, as amended.
Random Lot: With respect to any Distribution Date prior to the Cross-Over
Date, if the amount available for distribution in reduction of the Class
Certificate Principal Balance of the Class A6, Class A12, Class A14 or Class A15
Certificates on such Distribution Date exceeds the amount needed to honor all
Principal Distribution Requests with respect to such Class on such date, the
method by which the Depository will determine which Depository Participants
holding interests in such Class of Certificates will receive payments of amounts
distributable in respect of principal on such Class on such Distribution Date,
using its established random lot procedures or, if such Class of Certificates is
no longer represented by Book-Entry Certificates, the method by which the
Trustee will determine which Certificates of such Class will receive payments of
amounts distributable in respect of principal on such Class on such Distribution
Date, using its own random lot procedures comparable to those used by the
Depository
Rating Agency: Any statistical credit rating agency, or its successor, that
rated any of the Certificates at the request of the Company at the time of the
initial issuance of the Certificates. If such agency or a successor is no longer
in existence, "Rating Agency" shall be such statistical credit rating agency, or
other comparable Person, designated by the Company, notice of which designation
shall be given to the Trustee. References herein to the two highest long-term
rating categories of a Rating Agency shall mean such ratings without any
modifiers. As of the date of the initial issuance of the Certificates, the
Rating Agencies are Fitch and S&P; except that for purposes of the Junior
Certificates, other than the Class B5 Certificates, Fitch shall be the sole
Rating Agency. The Class B5 Certificates are issued without ratings.
Realized Loss: Any (i) Deficient Valuation or (ii) as to any Liquidated
Mortgage Loan, (x) the unpaid principal balance of such Liquidated Mortgage Loan
plus accrued and unpaid interest thereon at the Net Mortgage Rate through the
last day of the month of such liquidation less (y) the related Liquidation
Proceeds and Insurance Proceeds (as reduced by the related Liquidation
Expenses).
Record Date: The last Business Day of the month immediately preceding the
month of the related Distribution Date.
Reference Banks: As defined in Section 5.08.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
Relief Act Mortgage Loan: Any Mortgage Loan as to which the Monthly Payment
thereof has been reduced due to the application of the Relief Act.
REMIC: A "real estate mortgage investment conduit" within the meaning of
section 860D of the Code.
REMIC Provisions: Provisions of the federal income tax law relating to real
estate mortgage investment conduits, which appear at sections 860A through 860G
of Part IV of Subchapter M of Chapter 1 of the Code, and related provisions, and
U.S. Office of the Treasury temporary or final regulations promulgated
thereunder, as the foregoing may be in effect from time to time, as well as
provisions of applicable state laws.
Remittance Rate: With respect to any Mortgage Loan, the related Mortgage
Rate less the sum of the applicable Base Servicing Fee Rate and the Supplemental
Servicing Fee Rate.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Mortgage
Loan and as to which the related Mortgaged Property is held as part of the Trust
Fund.
REO Proceeds: Proceeds, net of any related expenses of the Company,
received in respect of any REO Mortgage Loan (including, without limitation,
proceeds from the rental of the related Mortgaged Property).
Required Surety Payment: With respect to any Pledged Asset Mortgage Loan
that becomes a Liquidated Mortgage Loan, the lesser of (i) the principal portion
of the Realized Loss with respect to such Mortgage Loan and (ii) the excess, if
any, of (a) the amount of Additional Collateral required at origination with
respect to such Mortgage Loan which is covered by the Surety Bond over (b) the
net proceeds realized by MLCC from the liquidation of the related Additional
Collateral.
Reserve Fund: None.
Reserve Interest Rate: As defined in Section 5.08.
Residual Certificate: Any Class R Certificate.
Responsible Officer: When used with respect to the Trustee, any officer or
assistant officer assigned to and working in the Corporate Trust Department of
the Trustee and, also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.
Restricted Certificate: Any Restricted Junior Certificate or Class PO
Certificate.
Restricted Junior Certificate: Any Class B3, Class B4 or Class B5
Certificate.
Rounding Account: With respect to each of the Class A6, Class A12, Class
A14 and Class A15 Certificates, the respective segregated, non-interest bearing
Eligible Account created and maintained therefor pursuant to Section 4.10.
Rounding Amount: With respect to the Class A6, Class A12, Class A14 or
Class A15 Certificates and each Distribution Date prior to the Cross-Over Date
on which such Class of Certificates is entitled to a distribution in reduction
of the Class Certificate Principal Balance thereof, the amount, if any,
necessary to round the aggregate of such distribution (after giving effect to
any deposit into the related Rounding Account on such Distribution Date) upward
to the next higher integral multiple of $1,000.
S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc., and its successors.
SAIF: The Savings Association Insurance Fund of the FDIC, or its successor
in interest.
Scheduled Balance: As to any Distribution Date and any Class of Scheduled
Certificates and any Scheduled Component, the balance designated as such for
such Distribution Date and such Class or Component as set forth in the Principal
Balance Schedules.
Scheduled Certificate: None.
Scheduled Component: None.
Scheduled Principal Balance: As to any Mortgage Loan and Distribution Date,
the principal balance of such Mortgage Loan as of the Due Date in the month next
preceding the month of such Distribution Date (or, if so specified, such other
date) as specified in the amortization schedule at the time relating to such
Mortgage Loan (before any adjustment to such amortization schedule by reason of
any bankruptcy or similar proceeding or any moratorium or similar waiver or
grace period) after giving effect to any previous Principal Prepayments,
Deficient Valuations incurred subsequent to the Bankruptcy Coverage Termination
Date, adjustments due to the application of the Relief Act and the payment of
principal due on such Due Date, irrespective of any delinquency in payment by
the related Mortgagor. As to any Mortgage Loan and the Cut-off Date, the "unpaid
balance" thereof specified in the initial Mortgage Loan Schedule.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock and Proprietary Lease.
Senior Certificate: Any Certificate other than a Junior Certificate.
Senior Certificate Principal Balance: As of any Distribution Date, an
amount equal to the sum of the Certificate Principal Balances of the Senior
Certificates (other than any Class PO Certificates).
Senior Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum of:
(i) the Senior Percentage of the applicable Non-PO Percentage of the
principal portion of each Monthly Payment due on the related Due Date on
each Outstanding Mortgage Loan as of such Due Date as specified in the
amortization schedule at the time applicable thereto (after adjustments for
previous Principal Prepayments and the principal portion of Debt Service
Reductions subsequent to the Bankruptcy Coverage Termination Date but
before any adjustment to such amortization schedule by reason of any
bankruptcy (except as aforesaid) or similar proceeding or any moratorium or
similar waiver or grace period);
(ii) the Senior Prepayment Percentage of the applicable Non-PO
Percentage of all principal prepayments in part received during the related
Prepayment Period, together with the Senior Prepayment Percentage of the
applicable Non-PO Percentage of the Scheduled Principal Balance of each
Mortgage Loan which was the subject of a Voluntary Principal Prepayment in
full during the related Prepayment Period;
(iii) the lesser of (x) the Senior Percentage of the applicable Non-PO
Percentage of the sum of (A) the Scheduled Principal Balance of each
Mortgage Loan that became a Liquidated Mortgage Loan (other than Mortgage
Loans described in clause (B)) during the related Prepayment Period and (B)
the Scheduled Principal Balance of each Mortgage Loan that was purchased by
an insurer from the Trustee during the related Prepayment Period pursuant
to the related Primary Insurance Policy, as reduced in each case by the
Senior Percentage of the applicable Non-PO Percentage of the principal
portion of any Excess Losses (other than Excess Bankruptcy Losses
attributable to Debt Service Reductions), and (y) the Senior Prepayment
Percentage of the applicable Non-PO Percentage of the sum of (A) all Net
Liquidation Proceeds allocable to principal received in respect of each
such Liquidated Mortgage Loan (other than Mortgage Loans described in
clause (B)) and (B) the principal balance of each such Mortgage Loan
purchased by an insurer from the Trustee pursuant to the related Primary
Insurance Policy, in each case during the related Prepayment Period;
(iv) the Senior Prepayment Percentage of the applicable Non-PO
Percentage of the Scheduled Principal Balance of each Mortgage Loan which
was purchased on such Distribution Date pursuant to Section 2.02, 2.03(a)
or 3.16; and
(v) the Senior Prepayment Percentage of the applicable Non-PO
Percentage of the Substitution Amount for any Mortgage Loan substituted
during the month of such Distribution Date.
For purposes of clause (ii) above, a Voluntary Principal Prepayment in full
with respect to a Mortgage Loan serviced by a Primary Servicer shall be deemed
to have been received when the Company, as servicer, receives notice thereof.
Senior Percentage: As to any Distribution Date, the lesser of (i) 100% and
(ii) the percentage (carried to six places rounded up) obtained by dividing the
Senior Certificate Principal Balance immediately prior to such Distribution Date
by an amount equal to the sum of the Certificate Principal Balances of all the
Certificates other than any Class PO Certificates immediately prior to such
Distribution Date.
Senior Prepayment Percentage: For any Distribution Date occurring prior to
the fifth anniversary of the first Distribution Date, 100%. For any Distribution
Date occurring on or after the fifth anniversary of the first Distribution Date,
an amount as follows:
(i) for any Distribution Date subsequent to January 2004 to and
including the Distribution Date in January 2005, the Senior Percentage for
such Distribution Date plus 70% of the Junior Percentage for such
Distribution Date;
(ii) for any Distribution Date subsequent to January 2005 to and
including the Distribution Date in January 2006, the Senior Percentage for
such Distribution Date plus 60% of the Junior Percentage for such
Distribution Date;
(iii) for any Distribution Date subsequent to January 2006 to and
including the Distribution Date in January 2007, the Senior Percentage for
such Distribution Date plus 40% of the Junior Percentage for such
Distribution Date;
(iv) for any Distribution Date subsequent to January 2007 to and
including the Distribution Date in January 2008, the Senior Percentage for
such Distribution Date plus 20% of the Junior Percentage for such
Distribution Date; and
(v) for any Distribution Date thereafter, the Senior Percentage for
such Distribution Date.
Notwithstanding the foregoing, if on any Distribution Date the Senior
Percentage exceeds the Senior Percentage as of the Closing Date, the Senior
Prepayment Percentage for such Distribution Date will equal 100%.
In addition, notwithstanding the foregoing, no reduction of the Senior
Prepayment Percentage below the level in effect for the most recent prior period
as set forth in clauses (i) through (iv) above shall be effective on any
Distribution Date unless at least one of the following two tests is satisfied:
Test I: If, as of the last day of the month preceding such Distribution
Date, (i) the aggregate Scheduled Principal Balance of Mortgage Loans delinquent
60 days or more (including for this purpose any Mortgage Loans in foreclosure
and REO Mortgage Loans) as a percentage of the aggregate Class Certificate
Principal Balance of the Junior Certificates as of such date, does not exceed
50%, and (ii) cumulative Realized Losses with respect to the Mortgage Loans do
not exceed (a) 30% of the aggregate Class Certificate Principal Balance of the
Junior Certificates as of the Closing Date (the "Original Subordinate Principal
Balance") if such Distribution Date occurs between and including February 2004
and January 2005, (b) 35% of the Original Subordinate Principal Balance if such
Distribution Date occurs between and including February 2005 and January 2006,
(c) 40% of the Original Subordinate Principal Balance if such Distribution Date
occurs between and including February 2006 and January 2007, (d) 45% of the
Original Subordinate Principal Balance if such Distribution Date occurs between
and including February 2007 and January 2008 and (e) 50% of the Original
Subordinate Principal Balance if such Distribution Date occurs during or after
February 2008; or
Test II: If, as of the last day of the month preceding such Distribution
Date, (i) the aggregate Scheduled Principal Balance of Mortgage Loans delinquent
60 days or more (including for this purpose any Mortgage Loans in foreclosure
and REO Mortgage Loans) averaged over the last three months, as a percentage of
the aggregate Scheduled Principal Balance of Mortgage Loans averaged over the
last three months, does not exceed 4%, and (ii) cumulative Realized Losses with
respect to the Mortgage Loans do not exceed (a) 10% of the Original Subordinate
Principal Balance if such Distribution Date occurs between and including
February 2004 and January 2005, (b) 15% of the Original Subordinate Principal
Balance if such Distribution Date occurs between and including February 2005 and
January 2006, (c) 20% of the Original Subordinate Principal Balance if such
Distribution Date occurs between and including February 2006 and January 2007,
(d) 25% of the Original Subordinate Principal Balance if such Distribution Date
occurs between and including February 2007 and January 2008 and (e) 30% of the
Original Subordinate Principal Balance if such Distribution Date occurs during
or after February 2008.
Servicer's Certificate: A certificate, completed by and executed on behalf
of the Company by a Servicing Officer in accordance with Section 4.06,
substantially in the form of Exhibit D hereto or in such other form as the
Company and the Trustee shall agree.
Servicing Fee: As to any Mortgage Loan and Distribution Date, the sum of
(a) the Base Servicing Fee and (b) the Supplemental Servicing Fee.
Servicing Officer: Any officer of the Company involved in, or responsible
for, the administration and servicing of the Mortgage Loans whose name appears
on a list of servicing officers attached to an Officer's Certificate furnished
to the Trustee by the Company, as such list may from time to time be amended.
Single Certificate: A Certificate with an Initial Certificate Principal
Balance, or initial Notional Principal Balance, of $1,000 or, in the case of a
Class of Certificates issued with an initial Class Certificate Principal Balance
or initial Notional Principal Balance of less than $1,000, such lesser amount.
Special Event Loss: Any Fraud Loss, Special Hazard Loss or Deficient
Valuation.
Special Hazard Loss: (i) A Realized Loss suffered by a Mortgaged Property
on account of direct physical loss, exclusive of (a) any loss covered by a
hazard policy or a flood insurance policy required to be maintained in respect
of such Mortgaged Property under Section 3.06 and (b) any loss caused by or
resulting from:
(A) normal wear and tear;
(B) conversion or other dishonest act on the part of the Trustee, the
Company or any of their agents or employees; or
(C) errors in design, faulty workmanship or faulty materials, unless
the collapse of the property or a part thereof ensues;
or (ii) any Realized Loss suffered by the Trust Fund arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy required to be maintained
in respect of such Mortgaged Property under Section 3.06.
Special Hazard Loss Amount: As of any Distribution Date, an amount equal to
$7,048,394 minus the sum of (i) the aggregate amount of Special Hazard Losses
that would have been allocated to the Junior Certificates in accordance with
Section 4.03 in the absence of the Loss Allocation Limitation and (ii) the
Adjustment Amount (as defined below) as most recently calculated. On each
anniversary of the Cut-off Date, the "Adjustment Amount" shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Adjustment Amount for
such anniversary) exceeds the lesser of (x) the greater of (A) the product of
the Special Hazard Percentage for such anniversary multiplied by the outstanding
principal balance of all the Mortgage Loans on the Distribution Date immediately
preceding such anniversary and (B) twice the outstanding principal balance of
the Mortgage Loan which has the largest outstanding principal balance on the
Distribution Date immediately preceding such anniversary, and (y) an amount
calculated by the Company and approved by each Rating Agency, which amount shall
not be less than $500,000.
Special Hazard Percentage: As of each anniversary of the Cut-off Date, the
greater of (i) 1.00% and (ii) the largest percentage obtained by dividing (x)
the aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by (y) the
outstanding principal balance of all the Mortgage Loans as of the immediately
preceding Distribution Date.
Special Hazard Termination Date: The Distribution Date upon which the
Special Hazard Loss Amount has been reduced to zero or a negative number (or the
Cross-Over Date, if earlier).
Specified Component: None.
Startup Day: As defined in Section 2.05(b).
Subordinate Certificates: As to any date of determination, first, the Class
B5 Certificates until the Class Certificate Principal Balance thereof has been
reduced to zero; second, the Class B4 Certificates until the Class Certificate
Principal Balance thereof has been reduced to zero; third, the Class B3
Certificates until the Class Certificate Principal Balance thereof has been
reduced to zero; fourth, the Class B2 Certificates until the Class Certificate
Principal Balance thereof has been reduced to zero; fifth, the Class B1
Certificates until the Class Certificate Principal Balance thereof has been
reduced to zero; and sixth, the Class M Certificates until the Class Certificate
Principal Balance thereof has been reduced to zero.
Subordinate Certificate Writedown Amount: As to any Distribution Date,
first, any amount distributed to the Class PO Certificates on such Distribution
Date pursuant to Section 4.01(a)(iv) and second, after giving effect to the
application of clause first above, the amount by which (i) the sum of the Class
Certificate Principal Balances of all the Certificates (after giving effect to
the distribution of principal and the application of Realized Losses in
reduction of the Certificate Principal Balances of the related Certificates on
such Distribution Date) exceeds (ii) the Pool Scheduled Principal Balance on the
first day of the month of such Distribution Date less any Deficient Valuations
occurring on or prior to the Bankruptcy Coverage Termination Date.
Substitution Amount: With respect to any Mortgage Loan substituted pursuant
to Section 2.03(b), the excess of (x) the Scheduled Principal Balance of the
Mortgage Loan that is substituted for, over (y) the Scheduled Principal Balance
of the related substitute Mortgage Loan, each balance being determined as of the
date of substitution.
Supplemental Servicing Fee: As to any Mortgage Loan and Distribution Date,
an amount equal to the product of (i) the Scheduled Principal Balance of such
Mortgage Loan as of the Due Date in the preceding calendar month and (ii) the
Supplemental Servicing Fee Rate for such Mortgage Loan. The Supplemental
Servicing Fee for any Distribution Date shall be reduced by its allocable share
of Interest Shortfalls (as provided in the definition thereof) and any Interest
Losses (in accordance with Section 3.08(d)).
Supplemental Servicing Fee Rate: As to any Mortgage Loan and Distribution
Date, a fixed rate per annum equal to the excess, if any, of the Net Mortgage
Rate thereof over 6.50%.
Surety: Ambac Assurance Corporation, or its successors in interest.
Surety Bond: The Limited Purpose Surety Bond (Policy No. AB0039BE), dated
February 28, 1996, issued by the Surety for the benefit of certain
beneficiaries, including the Trustee for the benefit of the Holders of the
Certificates, but only to the extent that such Limited Purpose Surety Bond
covers any Pledged Asset Mortgage Loans.
TAC Balance: As to any Distribution Date and any Class of TAC Certificates
and any TAC Component, the balance designated as such for such Distribution Date
and such Class or Component as set forth in the Principal Balance Schedules
attached as Exhibit B hereto.
TAC Certificates: None.
TAC Component: None.
Trigger Event: Any one or more of the following: (i) if the Company is not
a wholly-owned direct or indirect subsidiary of General Electric Company or if
General Electric Capital Corporation shall not own (directly or indirectly) at
least two-thirds of the voting shares of the capital stock of the Company, (ii)
if the long-term senior unsecured rating of General Electric Capital Corporation
is downgraded or withdrawn by Fitch or S&P below their two highest rating
categories, (iii) if General Electric Capital Corporation is no longer obligated
pursuant to the terms of the support agreement, dated as of October 1, 1990,
between General Electric Capital Corporation and the Company, to maintain the
Company's net worth or liquidity (as such terms are defined therein) at the
levels specified therein, or if such support agreement, including any amendment
thereto, has been breached, terminated or otherwise held to be unenforceable and
(iv) if such support agreement, including any amendment thereto, is amended or
modified.
Trust Fund: The corpus of the trust created by this Agreement evidenced by
the Certificates and consisting of:
(i) the Mortgage Loans;
(ii) all payments on or collections in respect of such Mortgage Loans,
except as otherwise described in the first paragraph of Section 2.01,
including the proceeds from the liquidation of any Additional Collateral
for any Pledged Asset Mortgage Loan;
(iii) the obligation of the Company to deposit in the Certificate
Account the amounts required by Sections 3.02(d), 3.02(e) and 4.04(a), and
the obligation of the Trustee to deposit in the Certificate Account any
amount required pursuant to Section 4.04(b);
(iv) the obligation of the Company to purchase or replace any
Defective Mortgage Loan pursuant to Section 2.02 or 2.03;
(v) all property acquired by foreclosure or deed in lieu of
foreclosure with respect to any REO Mortgage Loan;
(vi) the proceeds of the Primary Insurance Policies, if any, and the
hazard insurance policies required by Section 3.06, in each case, in
respect of the Mortgage Loans, and the Company's interest in the Surety
Bond transferred to the Trustee pursuant to Section 2.01;
(vii) the Certificate Account established pursuant to Section 3.02(d);
(viii) the Eligible Account or Accounts, if any, established pursuant
to Section 3.02(e);
(ix) any collateral funds established to secure the obligations of the
Holder of the Class B4 and Class B5 Certificates, respectively, under any
agreements entered into between such holder and the Company pursuant to
Section 3.08(e) (which collateral funds will not constitute a part of any
REMIC established hereunder); and
(x) all rights of the Company as assignee under any security
agreements, pledge agreements or guarantees relating to the Additional
Collateral supporting any Pledged Asset Mortgage Loan (which rights will
not constitute a part of any REMIC established hereunder).
Trustee: The institution executing this Agreement as Trustee, or its
successor in interest, or if any successor trustee is appointed as herein
provided, then such successor trustee so appointed.
Unanticipated Recovery: As defined in Section 4.01(f) herein.
Uninsured Cause: Any cause of damage to property subject to a Mortgage such
that the complete restoration of the property is not fully reimbursable by the
hazard insurance policies required to be maintained pursuant to Section 3.06.
Unpaid Class Interest Shortfall: As to any Distribution Date and any Class
of Certificates (other than any Class of Principal Only Certificates and any
Class consisting of Specified Components) or any Specified Component (other than
any Principal Only Component), the amount, if any, by which the aggregate of the
Class Interest Shortfalls for such Class or in respect of such Specified
Component for prior Distribution Dates is in excess of the aggregate amounts
distributed on prior Distribution Dates to Holders of such Class of Certificates
or in respect of such Specified Component (or added to the Class Certificate
Principal Balance of any Class of Accrual Certificates, or to the Component
Principal Balance of any Accrual Component constituting a Specified Component)
pursuant to Section 4.01(a)(ii), in the case of the Senior Certificates (other
than any Class of Principal Only Certificates) and any Specified Component
thereof (other than any Principal Only Component), Section 4.01(a)(vi), in the
case of the Class M Certificates, Section 4.01(a)(ix), in the case of the Class
B1 Certificates, Section 4.01(a)(xii), in the case of the Class B2 Certificates,
Section 4.01(a)(xv), in the case of the Class B3 Certificates, Section
4.01(a)(xviii), in the case of the Class B4 Certificates, and Section
4.01(a)(xxi), in the case of the Class B5 Certificates. As to any Class of
Certificates consisting of Specified Components and any Distribution Date, the
sum of the Unpaid Class Interest Shortfalls for the Specified Components thereof
on such date.
Voluntary Principal Prepayment: With respect to any Distribution Date, any
prepayment of principal received from the related Mortgagor on a Mortgage Loan.
Voting Rights: The portion of the voting rights of all the Certificates
that is allocated to any Certificate for purposes of the voting provisions of
Section 10.01. At all times during the term of this Agreement, 100% of all
Voting Rights shall be allocated among the Classes of Certificates (and among
the Certificates within each Class of Certificates) in proportion to their Class
Certificate Principal Balances or Certificate Principal Balances, as the case
may be.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans. (a) The Company, concurrently
with the execution and delivery of this Agreement, does hereby transfer, assign,
set-over and otherwise convey to the Trustee without recourse (except as
provided herein) all the right, title and interest of the Company in and to the
Mortgage Loans, including all interest and principal received by the Company on
or with respect to the Mortgage Loans (other than payments of principal and
interest due and payable on the Mortgage Loans on or before, and all Principal
Prepayments received before, the Cut-off Date). The Company acknowledges it has
sold all right, title and interest in and to the Mortgage Loans to the Trustee
to the extent provided above and that retention of record title of Mortgages
(subject to Section 2.01(d) of this Agreement) is for convenience only and that
the Company holds record title solely as custodian for the Trustee for benefit
of the Certificateholders. The Company agrees that it will take no action
inconsistent with ownership of the Mortgage Loans by the Trustee and will not
deliver any instrument of satisfaction or conveyance with respect to a Mortgage
or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage
Loan, except in accordance with the terms and the intent of this Agreement.
In addition, with respect to any Pledged Asset Mortgage Loan, the Company
does hereby transfer, assign, set-over and otherwise convey to the Trustee
without recourse (except as provided herein) (i) its rights as assignee under
any security agreements, pledge agreements or guarantees relating to the
Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its
security interest in and to any Additional Collateral, (iii) its right to
receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the
Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary
under the Surety Bond in respect of any Pledged Asset Mortgage Loan.
(b) In connection with such transfer and assignment, the Company does
hereby deliver to the Trustee the following documents or instruments with
respect to:
(1) Each Mortgage Loan (other than any Cooperative Loan or Designated
Loan) so transferred and assigned:
(i) The Mortgage Note, endorsed without recourse in blank by the
Company, including all intervening endorsements showing a complete
chain of endorsement from the originator to the Company; provided,
however, that if such Mortgage Note is a Confirmatory Mortgage Note,
such Confirmatory Mortgage Note may be payable directly to the Company
or may show a complete chain of endorsement from the named payee to
the Company;
(ii) Any assumption and modification agreement;
(iii) An assignment in recordable form (which may be included in
a blanket assignment or assignments) of the Mortgage to the Trustee;
and
(2) Each Cooperative Loan (other than a Designated Loan) so
transferred and assigned:
(i) The Mortgage Note, endorsed without recourse in blank by the
Company and showing an unbroken chain of endorsements from the
originator to the Company; provided, however, that if such Mortgage
Note is a Confirmatory Mortgage Note, such Confirmatory Mortgage Note
may be payable directly to the Company or may show a complete chain of
endorsement from the named payee to the Company;
(ii) A counterpart of the Proprietary Lease and the Assignment of
Proprietary Lease executed in blank or to the originator of the
Cooperative Loan;
(iii) The related Cooperative Stock Certificate, together with an
undated stock power (or other similar instrument) executed in blank;
(iv) A counterpart of the recognition agreement by the
Cooperative of the interests of the mortgagee with respect to the
related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative
Loan as secured party, each with evidence of recording thereof,
evidencing the interest of the originator in the Cooperative Stock and
the Proprietary Lease;
(vii) If applicable, copies of the UCC-3 assignments of the
security interest described in clause (vi) above, sent to the
appropriate public office for filing, showing an unbroken chain of
title from the originator to the Company, evidencing the security
interest of the originator in the Cooperative Stock and the
Proprietary Lease;
(viii) An executed assignment (which may be a blanket assignment
for all Cooperative Loans) of the interest of the Company in the
Security Agreement, Assignment of Proprietary Lease and the
recognition agreement described in clause (iv) above, showing an
unbroken chain of title from the originator to the Trustee; and
(ix) A UCC-3 assignment from the Company to the Trustee of the
security interest described in clause (vi) above, in form suitable for
filing, otherwise complete except for filing information regarding the
original UCC-1 if unavailable (which may be included in a blanket
assignment to the Trustee).
In instances where a completed assignment of the Mortgage in recordable
form cannot be delivered by the Company to the Trustee in accordance with
Section 2.01(b)(1)(iii) prior to or concurrently with the execution and delivery
of this Agreement, due to a delay in connection with recording of the Mortgage,
the Company may, in lieu of delivering the completed assignment in recordable
form, deliver to the Trustee the assignment in such form, otherwise complete
except for recording information.
(3) With respect to each Designated Loan, the Company does hereby
deliver to the Trustee the Designated Loan Closing Documents.
(c) In connection with each Mortgage Loan transferred and
assigned to the Trustee, the Company shall deliver to the Trustee the
following documents or instruments as promptly as practicable, but in
any event within 30 days, after receipt by the Company of all such
documents and instruments for all of the outstanding Mortgage Loans:
(i) the Mortgage with evidence of recording indicated
thereon (other than with respect to a Cooperative Loan);
(ii) a copy of the title insurance policy (other than with
respect to a Cooperative Loan);
(iii) with respect to any Mortgage that has been assigned to
the Company, the related recorded intervening assignment or
assignments of Mortgage, showing a complete chain of assignment
from the originator to the Company (other than with respect to a
Cooperative Loan); and
(iv) with respect to any Cooperative Loan that has been
assigned to the Company, the related filed intervening UCC-3
financing statements (not previously delivered pursuant to
Section 2.01(b)(2)(vii)), showing a complete chain of assignment
from the named originator to the Company.
Pending such delivery, the Company shall retain in its files (a) copies of the
documents described in clauses (i) and (iii) of the preceding sentence, without
evidence of recording thereon, and (b) title insurance binders with respect to
the Mortgage Loans (other than with respect to a Cooperative Loan). The Company
shall also retain in its files evidence of any primary mortgage insurance
relating to the Mortgage Loans during the period when the related insurance is
in force. Such evidence shall consist, for each Mortgage Loan, of a certificate
of private mortgage insurance relating to such Mortgage Loan or an electronic
screen print setting forth the information contained in such certificate of
private mortgage insurance, including, without limitation, information relating
to the name of the mortgage insurance carrier, the certificate number, the loan
amount, the property address, the effective date of coverage, the amount of
coverage and the expiration date of the policy. (The copies of the Mortgage,
intervening assignments of Mortgage, if any, title insurance binder and the
Primary Insurance Policy, if any, described in the second and third preceding
sentences are collectively referred to herein as the "Document File" with
respect to each Mortgage Loan.) The Company shall advise the Trustee in writing
if such delivery to the Trustee shall not have occurred on or before the first
anniversary of the Closing Date. The Company shall promptly furnish to the
Trustee the documents included in the Document Files (other than any such
documents previously delivered to the Trustee as originals or copies) either (a)
upon the written request of the Trustee or (b) when the Company or the Trustee
obtains actual notice or knowledge of a Trigger Event. The Trustee shall have no
obligation to request delivery of the Document Files unless a Responsible
Officer of the Trustee has actual notice or knowledge of the occurrence of a
Trigger Event.
In the case of Mortgage Loans which have been prepaid in full after the
Cut-off Date and prior to the date of execution and delivery of this Agreement,
the Company, in lieu of delivering the above documents to the Trustee, herewith
delivers to the Trustee a certification of a Servicing Officer of the nature set
forth in Section 3.09.
(d) The Company shall not be required to record the assignments of the
Mortgages referred to in Section 2.01(b)(1)(iii) or file the UCC-3 assignments
referred to in Section 2.01(b)(2)(ix) to the Trustee unless the Company or the
Trustee obtains actual notice or knowledge of the occurrence of any Trigger
Event; provided, however, that such recording or filing shall not be required if
the Company delivers to the Trustee a letter from each Rating Agency to the
effect that the failure to take such action will not cause such Rating Agency to
reduce or withdraw its then current ratings of the Certificates. The party
obtaining actual notice or knowledge of any of such events shall give the other
party prompt written notice thereof. For purposes of the foregoing (as well as
for purposes of determining whether the Company shall be required to deliver the
Document Files to the Trustee following the occurrence of a Trigger Event), the
Company shall be deemed to have knowledge of any such downgrading referred to in
the definition of Trigger Event if, in the exercise of reasonable diligence, the
Company has or should have had knowledge thereof. As promptly as practicable
subsequent to the Company's delivery or receipt of such written notice, as the
case may be, the Company shall insert the recording or filing information in the
assignments of the Mortgages or UCC-3 assignments to the Trustee and shall cause
the same to be recorded or filed, at the Company's expense, in the appropriate
public office for real property records or UCC financing statements, except that
the Company need not cause to be so completed and recorded any assignment of
mortgage which relates to a Mortgage Loan secured by property in a jurisdiction
under the laws of which, on the basis of an Opinion of Counsel reasonably
satisfactory to the Trustee and satisfactory to each Rating Agency (as evidenced
in writing), recordation of such assignment is not necessary to protect the
Trustee against discharge of such Mortgage Loan by the Company or any valid
assertion that any Person other than the Trustee has title to or any rights in
such Mortgage Loan. In the event that the Company fails or refuses to record or
file the assignment of Mortgages or UCC-3 financing statement in the
circumstances provided above, the Trustee shall record or cause to be recorded
or filed such assignment or UCC-3 financing statement at the expense of the
Company. In connection with any such recording or filing, the Company shall
furnish such documents as may be reasonably necessary to accomplish such
recording or filing. Notwithstanding the foregoing, at any time the Company may
record or file, or cause to be recorded or filed, the assignments of Mortgages
or UCC-3 financing statement at the expense of the Company.
Section 2.02. Acceptance by Trustee. Subject to the examination hereinafter
provided, the Trustee acknowledges receipt of the Mortgage Notes, the
assignments of the Mortgages to the Trustee, the assumption and modification
agreements, if any, the documents specified in Section 2.01(b)(2) (subject to
any permitted delayed delivery of the documents described in Section
2.01(c)(iv)), and the Designated Loan Closing Documents, if any, delivered
pursuant to Section 2.01, and declares that the Trustee holds and will hold such
documents and each other document delivered to it pursuant to Section 2.01 in
trust, upon the trusts herein set forth, for the use and benefit of all present
and future Certificateholders. The Trustee agrees, for the benefit of
Certificateholders, to review each Mortgage File within 45 days after (i) the
execution and delivery of this Agreement, in the case of the Mortgage Notes, the
assignments of the Mortgages to the Trustee, the assumption and modification
agreements, if any, the documents specified in Section 2.01(b)(2) (subject to
any permitted delayed delivery of the documents described in Section
2.01(c)(iv)), and the Designated Loan Closing Documents, if any, (ii) delivery
to the Trustee after the Closing Date of the Mortgage Notes and the assumption
and modification agreements, if any, with respect to each Designated Loan, and
(iii) delivery of the recorded Mortgages, title insurance policies, recorded
intervening assignments of Mortgage, if any, and filed intervening UCC-3
financing statements, if any, with respect to any Cooperative Loan to ascertain
that all required documents set forth in Section 2.01 have been executed,
received and recorded, if applicable, and that such documents relate to the
Mortgage Loans identified in Exhibit C hereto. In performing such examination,
the Trustee may conclusively assume the due execution and genuineness of any
such document and the genuineness of any signature thereon. It is understood
that the scope of the Trustee's examination of the Mortgage Files is limited
solely to confirming, after receipt of the documents listed in Section 2.01,
that such documents have been executed, received and recorded, if applicable,
and relate to the Mortgage Loans identified in Exhibit C to this Agreement. If
in the course of such review the Trustee finds (1) that any document required to
be delivered as aforesaid has not been delivered, or (2) any such document has
been mutilated, defaced or physically altered without the borrower's
authorization or approval, or (3) based upon its examination of such documents,
the information with respect to any Mortgage Loan set forth on Exhibit C is not
accurate, the Trustee shall promptly so notify the Company in writing, which
shall have a period of 60 days after receipt of such notice to correct or cure
any such defect. The Company hereby covenants and agrees that, if any such
material defect cannot be corrected or cured, the Company will on a Distribution
Date which is not later than the first Distribution Date which is more than ten
days after the end of such 60-day period repurchase the related Mortgage Loan
from the Trustee at the Purchase Price therefor or replace such Mortgage Loan
pursuant to Section 2.03(b); provided, however, that if the defect (or breach
pursuant to Section 2.03(a)) is one that, had it been discovered before the
Startup Day, would have prevented the Mortgage Loan from being a "qualified
mortgage" within the meaning of the REMIC Provisions, such defect or breach
shall be cured, or the related Mortgage Loan shall be repurchased or replaced,
on a Distribution Date which falls within 90 days of the date of discovery of
such defect or breach. The Purchase Price for the repurchased Mortgage Loan, or
any amount required in respect of a substitution pursuant to Section 2.03(b),
shall be deposited by the Company in the Certificate Account pursuant to Section
3.02(d) on the Business Day prior to the applicable Distribution Date and, upon
receipt by the Trustee of written notification of such deposit signed by a
Servicing Officer, the Trustee shall release or cause to be released to the
Company the related Mortgage File and shall execute and deliver or cause to be
executed and delivered such instruments of transfer or assignment, in each case
without recourse, as shall be necessary to vest in the Company any Mortgage Loan
released pursuant hereto. It is understood and agreed that the obligation of the
Company to repurchase or replace any Mortgage Loan as to which a material defect
in a constituent document exists shall constitute the sole remedy respecting
such defect available to Certificateholders or the Trustee on behalf of
Certificateholders.
Upon receipt by the Trustee of the Mortgage Note with respect to a
Designated Loan that is not defective in accordance with the fifth sentence of
the preceding paragraph, the related Lost Note Affidavit delivered pursuant to
Section 2.01 shall be void and the Trustee shall return it to the Company.
Section 2.03. Representations and Warranties of the Company; Mortgage Loan
Repurchase. (a) The Company hereby represents and warrants to the Trustee that:
(i) The information set forth in Exhibit C hereto was true and correct
in all material respects at the date or dates respecting which such
information is furnished;
(ii) As of the date of the initial issuance of the Certificates, other
than with respect to Cooperative Loans, each Mortgage is a valid and
enforceable first lien on the property securing the related Mortgage Note
subject only to (a) the lien of current real property taxes and
assessments, (b) covenants, conditions and restrictions, rights of way,
easements and other matters of public record as of the date of recording of
such Mortgage, such exceptions appearing of record being acceptable to
mortgage lending institutions generally in the area wherein the property
subject to the Mortgage is located or specifically reflected in the
appraisal obtained in connection with the origination of the related
Mortgage Loan obtained by the Company and (c) other matters to which like
properties are commonly subject which do not materially interfere with the
benefits of the security intended to be provided by such Mortgage;
(iii) Immediately prior to the transfer and assignment herein
contemplated, the Company had good title to, and was the sole owner of,
each Mortgage Loan and all action had been taken to obtain good record
title to each related Mortgage. Each Mortgage Loan has been transferred
free and clear of any liens, claims and encumbrances;
(iv) As of the date of the initial issuance of the Certificates, no
payment of principal of or interest on or in respect of any Mortgage Loan
is 30 or more days past due and none of the Mortgage Loans have been past
due 30 or more days more than once during the preceding 12 months;
(v) As of the date of the initial issuance of the Certificates, other
than with respect to Cooperative Loans, there is no mechanics' lien or
claim for work, labor or material affecting the premises subject to any
Mortgage which is or may be a lien prior to, or equal or coordinate with,
the lien of such Mortgage except those which are insured against by the
title insurance policy referred to in (x) below;
(vi) As of the date of the initial issuance of the Certificates, other
than with respect to Cooperative Loans, there is no delinquent tax or
assessment lien against the property subject to any Mortgage;
(vii) As of the date of the initial issuance of the Certificates,
there is no valid offset, defense or counterclaim to any Mortgage Note or
Mortgage, including the obligation of the Mortgagor to pay the unpaid
principal and interest on such Mortgage Note;
(viii) As of the date of the initial issuance of the Certificates, the
physical property subject to any Mortgage (or, in the case of a Cooperative
Loan, the related Cooperative Apartment) is free of material damage and is
in good repair;
(ix) Each Mortgage Loan at the time it was made complied in all
material respects with applicable state and federal laws, including,
without limitation, usury, equal credit opportunity and disclosure laws;
(x) Other than with respect to Cooperative Loans, a lender's title
insurance policy or binder, or other assurance of title insurance customary
in the relevant jurisdiction therefor was issued on the date of the
origination of each Mortgage Loan and each such policy or binder is valid
and remains in full force and effect;
(xi) No more than 0.80% of the Mortgage Loans constitute Pledged Asset
Mortgage Loans. The Loan-to-Value Ratio of each Mortgage Loan (other than
Pledged Asset Mortgage Loans) was not more than 95.00%. Each Mortgage Loan
that had, as of the Cut-off Date, a Loan-to-Value Ratio of more than 80% is
covered by a Primary Insurance Policy so long as its then outstanding
principal amount exceeds 80% of the greater of (a) the Original Value and
(b) the then current value of the related Mortgaged Property as evidenced
by an appraisal thereof satisfactory to the Company. Each Primary Insurance
Policy is issued by a private mortgage insurer acceptable to FNMA or FHLMC.
None of the Pledged Asset Mortgage Loans is covered by a Primary Insurance
Policy;
(xii) Each Mortgage Note is payable on the first day of each month in
self-amortizing monthly installments of principal and interest, with
interest payable in arrears, over an original term of not more than thirty
years. The Mortgage Rate of each Mortgage Note of the related Mortgage Loan
was not less than 6.00% per annum and not greater than 9.75% per annum. The
Mortgage Rate of each Mortgage Note is fixed for the life of the related
Mortgage Loan;
(xiii) Other than with respect to Cooperative Loans, the improvements
on the Mortgaged Properties are insured against loss under a hazard
insurance policy with extended coverage and conforming to the requirements
of Section 3.06 hereof. As of the date of initial issuance of the
Certificates, all such insurance policies are in full force and effect;
(xiv) As of the Cut-off Date, (i) no more than 11.25% of the Mortgage
Loans by Scheduled Principal Balance had a Scheduled Principal Balance of
more than $500,000 and up to and including $750,000; (ii) no more than
3.50% of the Mortgage Loans by Scheduled Principal Balance had a Scheduled
Principal Balance of more than $750,000 and up to and including $1,000,000;
and (iii) no more than 1.30% of the Mortgage Loans by Scheduled Principal
Balance had a Scheduled Principal Balance of more than $1,000,000;
(xv) As of the Cut-off Date, no more than 0.90% of the Mortgage Loans
by Scheduled Principal Balance are secured by Mortgaged Properties located
in any one postal zip code area;
(xvi) As of the Cut-off Date, at least 98.00% 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 89.25% 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 8.25% of the Mortgage
Loans by Scheduled Principal Balance are secured by condominiums and, as of
the Cut-off Date, no more than 0.80% 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) Other than with respect to Cooperative Loans, no Mortgage Loan
is secured by a leasehold interest in the related Mortgaged Property and
each Mortgagor holds fee title to the related Mortgaged Property;
(xx) As of the Cut-off Date, no more than 0.25% of the Mortgage Loans
constituted Buydown Mortgage Loans. The maximum Buydown Period for any
Buydown Mortgage Loan is three years, and the maximum difference between
the stated Mortgage Rate of any Buydown Mortgage Loan and the rate paid by
the related Mortgagor is three percentage points. The portion of the
interest rate paid by the related Mortgagor will not increase by more than
one percentage point for each six-month period.
(xxi) The original principal balances of the Mortgage Loans range from
$40,000 to $1,455,000;
(xxii) As of the Cut-off Date, no more than 1.50% of the Mortgage
Loans by Scheduled Principal Balance are secured by second homes and no
more than 0.50% of the Mortgage Loans by Scheduled Principal Balance are
secured by investor-owned properties;
(xxiii) All appraisals have been prepared substantially in accordance
with the description contained under the caption "The Trust Fund - The
Mortgage Loans" in the Company's prospectus dated October 22, 1998,
accompanying the Prospectus Supplement dated January 21, 1999, pursuant to
which certain Classes of the Certificates were publicly offered;
(xxiv) No selection procedures, other than those necessary to comply
with the representations and warranties set forth herein or the description
of the Mortgage Loans made in any disclosure document delivered to
prospective investors in the Certificates, have been utilized in selecting
the Mortgage Loans from the Company's portfolio which would be adverse to
the interests of the Certificateholders;
(xxv) Other than with respect to Cooperative Loans, to the best of the
Company's knowledge, at origination no improvement located on or being part
of a Mortgaged Property was in violation of any applicable zoning and
subdivision laws and ordinances;
(xxvi) None of the Mortgage Loans is a temporary construction loan.
With respect to any Mortgaged Property which constitutes new construction,
the related construction has been completed substantially in accordance
with the specifications therefor and any incomplete aspect of such
construction shall not be material or interfere with the habitability or
legal occupancy of the Mortgaged Property. Mortgage Loan amounts sufficient
to effect any such completion are in escrow for release upon or in
connection with such completion or a performance bond or completion bond is
in place to provide funds for this purpose and such completion shall be
accomplished within 120 days after weather conditions permit the
commencement thereof;
(xxvii) As of the Closing Date, each Mortgage Loan is a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code;
(xxviii) As of the Closing Date, the Company possesses the Document
File with respect to each Mortgage Loan, and, other than with respect to
Cooperative Loans, the related Mortgages and intervening assignment or
assignments of Mortgages, if any, have been delivered to a title insurance
company for recording;
(xxix) As of the Cut-Off Date, no more than 0.10% of the Mortgage
Loans, by Scheduled Principal Balance, are Cooperative Loans. With respect
to each Cooperative Loan:
(A) The Security Agreement creates a first lien in the stock
ownership and leasehold rights associated with the related Cooperative
Apartment;
(B) The lien created by the related Security Agreement is a
valid, enforceable and subsisting first priority security interest in
the related Cooperative Stock securing the related Mortgage Note,
subject only to (a) liens of the Cooperative for unpaid assessments
representing the Mortgagor's pro rata share of the Cooperative's
payments for its blanket mortgage, current and future real property
taxes, insurance premiums, maintenance fees and other assessments to
which like collateral is commonly subject and (b) other matters to
which like collateral is commonly subject which do not materially
interfere with the benefits of the security intended to be provided by
the Security Agreement. There are no liens against or security
interest in the Cooperative Stock relating to such Cooperative Loan
(except for unpaid maintenance, assessments and other amounts owed to
the related Cooperative which individually or in the aggregate do not
have a material adverse effect on such Cooperative Loan), which have
priority over the Trustee's security interest in such Cooperative
Stock;
(C) The Cooperative Stock that is pledged as security for the
Mortgage Loan is held by a person as a "tenant-stockholder" within the
meaning of section 216 of the Code, the related Cooperative that owns
title to the related cooperative apartment building is a "cooperative
housing corporation" within the meaning of section 216 of the Code,
and such Cooperative is in material compliance with applicable
federal, state and local laws which, if not complied with, could have
a material adverse effect on the Mortgaged Property; and
(D) There is no prohibition against pledging the Cooperative
Stock or assigning the Proprietary Lease; and
(xxx) With respect to each Mortgage Loan identified on Exhibit C as
having been originated or acquired under the Company's Enhanced Streamlined
Refinance program, the value of the related Mortgaged Property, as of the
date of such origination or acquisition under the Company's Enhanced
Streamlined Refinance program, is no less than the value thereof
established at the time the mortgage loan that is the subject of the
refinancing was originated.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Mortgage
Files to the Trustee. Upon discovery by either the Company or the Trustee of a
breach of any of the foregoing representations and warranties which materially
and adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other. Subject to the following sentence, within 60 days of its
discovery or its receipt of notice of breach, or, with the prior written consent
of a Responsible Officer of the Trustee, such longer period specified in such
consent, the Company shall cure such breach in all material respects or shall
repurchase such Mortgage Loan from the Trustee or replace such Mortgage Loan
pursuant to Section 2.03(b). Any such repurchase by the Company shall be
accomplished in the manner set forth in Section 2.02, subject to the proviso of
the third-to-last sentence thereof, and at the Purchase Price. It is understood
and agreed that the obligation of the Company to repurchase or replace any
Mortgage Loan as to which a breach occurred and is continuing shall constitute
the sole remedy respecting such breach available to Certificateholders or the
Trustee on behalf of Certificateholders and such obligation of the Company to
repurchase or replace any such Mortgage Loan shall not be assumed by any Person
which may succeed the Company as servicer hereunder, but shall continue as an
obligation of the Company. Notwithstanding the preceding sentence, if a breach
of the representation and warranty of the Company contained in Section
2.03(a)(ix) occurs as a result of a violation of the federal Truth in Lending
Act, 15 U.S.C. ss. 1601 et seq., as amended ("TILA") or any state truth-in
lending or similar statute, and the Trustee or the Trust Fund is named as a
defendant in a TILA suit or a suit under any such statutes in respect of such
violation and liability in respect thereof is imposed upon the Trustee or the
Trust Fund as assignees of the related Mortgage Loan pursuant to Section 1641 of
TILA, or any analogous provision of any such statute, the Company shall
indemnify the Trustee and the Trust Fund from, and hold them harmless against,
any and all losses, liabilities, damages, claims or expenses (including
reasonable attorneys' fees) to which the Trustee and the Trust Fund, or either
of them, become subject pursuant to TILA or any such statute, insofar as such
losses, damages, claims or expenses (including reasonable attorneys' fees)
result from such violation. The Company's obligations under the preceding
sentence shall not impair or derogate from the Company's obligations to the
Trustee under Section 8.05.
(b) If the Company is required to repurchase any Mortgage Loan pursuant
to Section 2.02 or 2.03(a), the Company may, at its option, within the
applicable time period specified in such respective Sections, remove such
Defective Mortgage Loan from the terms of this Agreement and substitute one or
more other mortgage loans for such Defective Mortgage Loan, in lieu of
repurchasing such Defective Mortgage Loan, provided that no such substitution
shall occur more than two years after the Closing Date. Any substitute Mortgage
Loan shall (a) have a Scheduled Principal Balance (together with that of any
other Mortgage Loan substituted for the same Defective Mortgage Loan) as of the
first Distribution Date following the month of substitution not in excess of the
Scheduled Principal Balance of the Defective Mortgage Loan as of such date (the
amount of any difference, plus one month's interest thereon at the respective
Remittance Rate, to be deposited by the Company in the Certificate Account
pursuant to Section 2.02), (b) have a Mortgage Rate not less than, and not more
than one percentage point greater than, the Mortgage Rate of the Defective
Mortgage Loan, (c) have the same Net Mortgage Rate as the Defective Mortgage
Loan, (d) have a remaining term to stated maturity not later than, and not more
than one year less than, the remaining term to stated maturity of the Defective
Mortgage Loan, (e) be, in the reasonable determination of the Company, of the
same type, quality and character as the Defective Mortgage Loan as if the defect
or breach had not occurred, (f) have a ratio of its current principal amount to
its Original Value not greater than that of the removed Mortgage Loan and (g)
be, in the reasonable determination of the Company, in compliance with the
representations and warranties contained in Section 2.03(a) as of the date of
substitution.
The Company shall amend the Mortgage Loan Schedule to reflect the
withdrawal of any Defective Mortgage Loan and the substitution of a substitute
Mortgage Loan therefor. Upon such amendment the Company shall be deemed to have
made as to such substitute Mortgage Loan the representations and warranties set
forth in Section 2.03(a) as of the date of such substitution, which shall be
continuing as long as any Certificate shall be outstanding or this Agreement has
not been terminated, and the remedies for breach of any such representation or
warranty shall be as set forth in Section 2.03(a). Upon such amendment, the
Trustee shall review the Mortgage File delivered to it relating to the
substitute Mortgage Loan, within the time and in the manner and with the
remedies specified in Section 2.02, except that for purposes of this Section
2.03(b) (other than the two-year period specified in the first sentence of the
preceding paragraph of this Section 2.03(b)), such time shall be measured from
the date of the applicable substitution.
Section 2.04. Execution of Certificates. The Trustee has caused to be
executed, countersigned and delivered to or upon the order of the Company, in
exchange for the Mortgage Loans, the Certificates in authorized denominations
evidencing the entire ownership of the Trust Fund.
Section 2.05. Designations under the REMIC Provisions. (a) The Company
hereby designates the Classes of Certificates identified in Section 5.01(b),
other than the Residual Certificate, as "regular interests," and the Class R
Certificate as the single class of "residual interest," in the REMIC established
hereunder for purposes of the REMIC Provisions.
(b) The Closing Date will be the "Startup Day" for the REMIC
established hereunder for purposes of the REMIC Provisions.
(c) The "tax matters person" with respect to the REMIC established
hereunder for purposes of the REMIC Provisions shall be (i) the Company, if the
Company is the owner of a Class R Certificate, or (ii) in any other case, the
beneficial owner of the Class R Certificate having the largest Percentage
Interest of such Class; provided, however, that such largest beneficial owner
and, to the extent relevant, each other holder of a Class R Certificate, by its
acceptance thereof irrevocably appoints the Company as its agent and
attorney-in-fact to act as "tax matters person" with respect to the REMIC
established hereunder for purposes of the REMIC Provisions.
(d) The "latest possible maturity date" of the regular interests in the
REMIC established hereunder is the Latest Possible Maturity Date for purposes of
section 860G(a)(1) of the Code.
(e) In the event that the Servicing Fee exceeds the amount reasonable
for such services (within the meaning of Treasury Regulation
1.860D-1(b)(1)(ii)), the portion or portions of such fee that can be measured as
a fixed number of basis points on some or all of the Mortgage Loans and can be
treated as one or more stripped coupons within the meaning of Treasury
Regulation 1.860D-1(b)(2)(iii) shall be treated as such stripped coupons and
shall not be treated as a REMIC asset.
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Company to Act as Servicer. (a) It is intended that the REMIC
established hereunder shall constitute, and that the affairs of the REMIC shall
be conducted so as to qualify the Trust Fund (other than any collateral fund
established under the agreement referred to in Section 3.08(e)), as a "real
estate mortgage investment conduit" as defined in and in accordance with the
REMIC Provisions. In furtherance of such intention, the Company covenants and
agrees that it shall act as agent (and the Company is hereby appointed to act as
agent) on behalf of the Trust Fund and the Holders of the Residual Certificates
and that in such capacity it shall:
(i) prepare and file, or cause to be prepared and filed, in a timely
manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return
(Form 1066) and prepare and file or cause to be prepared and filed with the
Internal Revenue Service and applicable state or local tax authorities
income tax or information returns for each taxable year with respect to the
REMIC established hereunder, using the calendar year as the taxable year
and the accrual method of accounting, containing such information and at
the times and in the manner as may be required by the Code or state or
local tax laws, regulations, or rules, and shall furnish or cause to be
furnished to Certificateholders the schedules, statements or information at
such times and in such manner as may be required thereby; (ii) within
thirty days of the Closing Date, shall furnish or cause to be furnished to
the Internal Revenue Service, on Form 8811 or as otherwise may be required
by the Code, the name, title, address, and telephone number of the person
that the holders of the Certificates may contact for tax information
relating thereto (and the Company shall act as the representative of the
REMIC established hereunder for this purpose), together with such
additional information as may be required by such Form, and shall update
such information at the time or times and in the manner required by the
Code;
(iii) make or cause to be made an election, on behalf of the REMIC
established hereunder, to be treated as a REMIC, and make the appropriate
designations, if applicable, in accordance with Section 2.05 hereof on the
federal tax return of the Trust Fund for its first taxable year (and, if
necessary, under applicable state law);
(iv) prepare and forward, or cause to be prepared and forwarded, to
the Certificateholders and to the Internal Revenue Service and, if
necessary, state tax authorities, all information returns or reports, or
furnish or cause to be furnished by telephone, mail, publication or other
appropriate method such information, as and when required to be provided to
them in accordance with the REMIC Provisions, including without limitation,
the calculation of any original issue discount using the Prepayment
Assumption Multiple;
(v) provide information necessary for the computation of tax imposed
on the transfer of a Residual Certificate to a Disqualified Organization,
or an agent (including a broker, nominee or other middleman) of a
Disqualified Organization, or a pass-through entity in which a Disqualified
Organization is the record holder of an interest (the reasonable cost of
computing and furnishing such information may be charged to the Person
liable for such tax);
(vi) use its best reasonable efforts to conduct the affairs of the
REMIC established hereunder at all times that any Certificates are
outstanding so as to maintain the status thereof as a REMIC under the REMIC
Provisions;
(vii) not knowingly or intentionally take any action or omit to take
any action that would cause the termination of the REMIC status of the
REMIC or that would subject the Trust Fund to tax;
(viii) exercise reasonable care not to allow the creation of any
"interests" in the REMIC within the meaning of section 860D(a)(2) of the
Code other than the interests represented by the Classes of Certificates
identified in Section 5.01(b);
(ix) exercise reasonable care not to allow the occurrence of any
"prohibited transactions" within the meaning of section 860F of the Code,
unless the Company shall have provided an Opinion of Counsel to the Trustee
that such occurrence would not (a) result in a taxable gain, (b) otherwise
subject the Trust Fund to tax, or (c) cause the REMIC established hereunder
to fail to qualify as a REMIC;
(x) exercise reasonable care not to allow the Trust Fund to receive
income from the performance of services or from assets not permitted under
the REMIC Provisions to be held by a REMIC;
(xi) pay the amount of any federal or state tax, including prohibited
transaction taxes, taxes on certain contributions to the REMIC after the
Startup Day, and taxes on net income from foreclosure property, imposed on
the Trust Fund when and as the same shall be due and payable (but such
obligation shall not prevent the Company or any other appropriate Person
from contesting any such tax in appropriate proceedings and shall not
prevent the Company from withholding payment of such tax, if permitted by
law, pending the outcome of such proceedings);
(xii) ensure that federal, state or local income tax or information
returns shall be signed by the Trustee or such other person as may be
required to sign such returns by the Code or state or local laws,
regulations or rules; and
(xiii) maintain such records relating to the REMIC established
hereunder, including but not limited to the income, expenses, individual
Mortgage Loans (including Mortgaged Property), other assets and liabilities
thereof, and the fair market value and adjusted basis of the property of
each determined at such intervals as may be required by the Code, as may be
necessary to prepare the foregoing returns, schedules, statements or
information.
The Company shall be entitled to be reimbursed pursuant to Section 3.04 for
any federal income taxes paid by it pursuant to clause (xi) of the preceding
sentence, except to the extent that such taxes are imposed as a result of the
bad faith, misfeasance or negligence of the Company in the performance of its
obligations hereunder. With respect to any reimbursement of prohibited
transaction taxes, the Company shall inform the Trustee of the circumstances
under which such taxes were incurred.
(b) The Company shall service and administer the Mortgage Loans and
shall have full power and authority, acting alone or through one or more Primary
Servicers, to do any and all things in connection with such servicing and
administration which it may deem necessary or desirable. Without limiting the
generality of the foregoing, the Company shall continue, and is hereby
authorized and empowered by the Trustee, to execute and deliver, or file, as
appropriate, on behalf of itself, the Certificateholders and the Trustee or any
of them, any and all continuation statements, termination statements,
instruments of satisfaction or cancellation, or of partial or full release or
discharge and all other comparable instruments, with respect to the Mortgage
Loans and with respect to the properties subject to the Mortgages. Without
limitation of the foregoing, if the Company in its individual capacity agrees to
refinance any Mortgage Loan upon the request of the related Mortgagor, the
Company, as servicer hereunder, may execute an instrument of assignment in
customary form to the Company in its individual capacity. In connection with any
such refinancing, the Trustee shall, upon certification of a Servicing Officer
to the effect that an amount equal to the principal balance of the related
Mortgage Loan together with accrued and unpaid interest thereon at the
applicable Remittance Rate to the date of such certification has been credited
to the Mortgage Loan Payment Record, release the related Mortgage File to the
Company whereupon the Company may cancel the related Mortgage Note. Upon request
by the Company after the execution and delivery of this Agreement, the Trustee
shall furnish the Company with any powers of attorney and other documents
necessary or appropriate to enable the Company to carry out its servicing and
administrative duties hereunder. Except as otherwise provided herein, the
Company shall maintain servicing standards substantially equivalent to those
required for approval by FNMA or FHLMC. The Company shall not agree to any
modification of the material terms of any Mortgage Loan except as provided in
the second sentence of Section 3.02(a) and in Section 3.07. The Company shall
not release any portion of any Mortgaged Property from the lien of the related
Mortgage unless the related Mortgage Loan would be a "qualified mortgage" within
the meaning of the REMIC Provisions following such release.
(c) [Intentionally Omitted.]
(d) The relationship of the Company (and of any successor to the
Company as servicer under this Agreement) to the Trustee under this Agreement is
intended by the parties to be that of an independent contractor and not that of
a joint venturer, partner or agent.
(e) All costs incurred by the Company in effecting the timely payment
of taxes and assessments on the properties subject to the Mortgage Loans shall
not, for the purpose of calculating monthly distributions to Certificateholders,
be added to the amount owing under the related Mortgage Loans, notwithstanding
that the terms of such Mortgage Loans so permit, and such costs shall be
recoverable by the Company to the extent permitted by Section 3.04. The Company
shall collect such amounts from the Mortgagor and shall credit the Mortgage Loan
Payment Record accordingly.
(f) If the Company enters into a servicing agreement with any servicer
(a "Primary Servicer") pursuant to which such Primary Servicer shall directly
service certain Mortgage Loans and the Company shall perform master servicing
with respect thereto, the Company shall not be released from its obligations to
the Trustee and Certificateholders with respect to the servicing and
administration of the Mortgage Loans in accordance with the provisions of
Article III hereof and such obligations shall not be diminished by virtue of any
such servicing agreement or arrangement and the Company shall be obligated to
the same extent and under the same terms and conditions as if the Company alone
were servicing and administering the Mortgage Loans. Any amounts received by a
Primary Servicer in respect of a Mortgage Loan shall be deemed to have been
received by the Company whether or not actually received by it. Any servicing
agreement that may be entered into and any transactions or services relating to
the Mortgage Loans involving a Primary Servicer in its capacity as such shall be
deemed to be between the Company and the Primary Servicer alone, and the Trustee
and the Certificateholders shall have no claims, obligations, duties or
liabilities with respect thereto. Notwithstanding the foregoing, in the event
the Company has been removed as the servicer hereunder pursuant to Section 6.04
or Section 7.01, the Trustee or any successor servicer appointed pursuant to
Section 7.02 shall succeed to all of the Company's rights and interests (but not
to any obligations or liabilities of the Company arising prior to the date of
succession) under any servicing agreement with any Primary Servicer in respect
of the Mortgage Loans, subject to the limitation on the Trustee's
responsibilities under Section 7.02.
(g) In no event shall any collateral fund established under the
agreement referred to in Section 3.08(e) constitute an asset of any REMIC
established hereunder.
Section 3.02. Collection of Certain Mortgage Loan Payments; Mortgage Loan
Payment Record; Certificate Account. (a) The Company shall make reasonable
efforts to collect all payments called for under the terms and provisions of the
Mortgage Loans, and shall, to the extent such procedures shall be consistent
with this Agreement, follow such collection procedures as it follows with
respect to mortgage loans comparable to the Mortgage Loans in its servicing
portfolio. Consistent with the foregoing, the Company may in its discretion (i)
waive any late payment charge or any assumption fees or other fees which may be
collected in the ordinary course of servicing such Mortgage Loan and (ii) if a
default on the Mortgage Loan has occurred or is reasonably foreseeable, arrange
at any time prior to foreclosure with a Mortgagor a schedule for the payment of
due and unpaid principal and interest for a period extending not longer than two
years after the date that such schedule is arranged. Any arrangement of the sort
described in clause (ii) above shall not affect the amount or timing of the
Company's obligation to make Monthly Advances with respect to any Mortgage Loan
which Monthly Advances shall be made pursuant to the original amortization
schedule applicable to such Mortgage Loan.
(b) The Company shall establish and maintain a Mortgage Loan Payment
Record in which the following payments on and collections in respect of each
Mortgage Loan shall as promptly as practicable be credited by the Company for
the account of the Holders of the Certificates:
(i) All payments on account of principal, including Principal
Prepayments (other than (A) payments of principal due and payable on the
Mortgage Loans on or before, and all Principal Prepayments received before,
the Cut-off Date, (B) in the case of a substitute Mortgage Loan, payments
of principal due and payable on such Mortgage Loan on or before the
Determination Date in the month of substitution, and all Principal
Prepayments received before the first day of the month of substitution, and
(C) in the case of a replaced Mortgage Loan, payments of principal due and
payable on such Mortgage Loan after the Determination Date in the month of
substitution, and all Principal Prepayments received in the month of
substitution);
(ii) All payments (other than (A) those due and payable on or before
the Cut-off Date, (B) in the case of a substitute Mortgage Loan, those due
and payable on such Mortgage Loan on or before the Determination Date in
the month of substitution, and (C) in the case of a replaced Mortgage Loan,
those due and payable on such Mortgage Loan after the Determination Date in
the month of substitution) on account of interest at the applicable
Remittance Rate on the Mortgage Loan received from the related Mortgagor,
including any Buydown Funds applied with respect to interest at the
applicable Remittance Rate on any Buydown Mortgage Loan;
(iii) All Liquidation Proceeds received by the Company with respect to
such Mortgage Loan and the Purchase Price for any Mortgage Loan purchased
by the Company pursuant to Sections 2.02, 2.03 and 3.16 (including any
amounts received in respect of a substitution of a Mortgage Loan);
(iv) All Insurance Proceeds (including, for this purpose, any amounts
required to be credited by the Company pursuant to the last sentence of
Section 3.06) received by the Company for the benefit of the Trust Fund,
other than proceeds to be applied to the restoration or repair of the
property subject to the related Mortgage or released, or to be released, to
the related Mortgagor in accordance with the normal servicing procedures of
the Company;
(v) All REO Proceeds;
(vi) All Unanticipated Recoveries; and
(vii) All amounts received by the Company with respect to any Pledged
Asset Mortgage Loan pursuant to the liquidation of any Additional
Collateral or pursuant to any recovery under the Surety Bond in accordance
with Section 4.09.
The foregoing requirements respecting credits to the Mortgage Loan Payment
Record are exclusive, it being understood that, without limiting the generality
of the foregoing, the Company need not enter in the Mortgage Loan Payment Record
collections, Liquidation Proceeds or Insurance Proceeds in respect of Mortgage
Loans which have been previously released from the terms of this Agreement,
amounts representing fees or late charge penalties payable by Mortgagors, or
amounts received by the Company for the account of Mortgagors for application
towards the payment of taxes, insurance premiums, assessments and similar items.
(c) Subject to subsection (e) below, until the Business Day prior to each
Distribution Date on which amounts are required to be transferred to the
Certificate Account pursuant to subsection (d) of this Section 3.02, the Company
may retain and commingle such amounts with its own funds and shall be entitled
to retain for its own account any gain or investment income thereon, and any
such investment income shall not be subject to any claim of the Trustee or
Certificateholders. To the extent that the Company realizes any net loss on any
such investments, the Company shall deposit in the Certificate Account an amount
equal to such net loss at the time the Company is required to deposit amounts in
the Certificate Account pursuant to subsection (d) of this section 3.02. Any
such deposit shall not increase the Company's obligation under said subsection
(d).
(d) The Trustee shall establish and maintain with the Trustee in its
corporate trust department a single separate trust account designated in the
name of the Trustee for the benefit of the Holders of the Certificates issued
hereunder (the "Certificate Account") into which the Company shall transfer, not
later than 11:00 a.m. New York time on the Business Day prior to each
Distribution Date, an amount in next day funds equal to the sum of Available
Funds for such Distribution Date and any Unanticipated Recoveries received in
the calendar month preceding the month of such Distribution Date. If the Trustee
does not receive such transfer by 2:00 p.m. on such Business Day, it shall give
the Company written notice thereof.
(e) If the Company or a Responsible Officer of the Trustee obtains actual
notice of or knowledge of the occurrence of either (x) any Trigger Event or (y)
the downgrade by S&P of General Electric Capital Corporation's short-term senior
unsecured debt rating below A-1+ then, notwithstanding subsection (c) above, the
Company shall promptly establish, and thereafter maintain, one or more Eligible
Accounts in the name of the Trustee and bearing a designation indicating that
amounts therein are held for the benefit of the Trustee and the
Certificateholders, into which the Company and any Primary Servicer shall
deposit within two Business Days after receipt, all amounts otherwise required
to be credited to the Mortgage Loan Payment Record pursuant to Section 3.02(b);
provided, however, that such action shall not be required if the Company
delivers to the Trustee a letter from each Rating Agency to the effect that the
failure to take such action will not cause such Rating Agency to withdraw or
reduce its then current ratings of the Certificates. All amounts so deposited
shall be held in trust for the benefit of Certificateholders. Amounts so
deposited may be invested at the written instruction of the Company in Permitted
Investments in the name of the Trustee maturing no later than the Business Day
preceding the Distribution Date following the date of such investment; provided,
however, that any such Permitted Investment which is an obligation of State
Street Bank and Trust Company, in its individual capacity and not in its
capacity as Trustee, may mature on such Distribution Date; and, provided
further, that no such Permitted Investment shall be sold before the maturity
thereof if the sale thereof would result in the realization of gain prior to
maturity unless the Company has obtained an Opinion of Counsel that such sale or
disposition will not cause the Trust Fund to be subject to the tax on prohibited
transactions under section 860F of the Code, or otherwise subject the Trust Fund
to tax or cause the REMIC established hereunder to fail to qualify as a REMIC.
The Trustee shall maintain physical possession of all Permitted Investments,
other than Permitted Investments maintained in book-entry form. The Company, as
servicer, shall be entitled to retain for its own account any gain or other
income from Permitted Investments, and neither the Trustee nor
Certificateholders shall have any right or claim with respect to such income.
The Company shall deposit an amount equal to any loss realized on any Permitted
Investment as soon as any such loss is realized. If the provisions in this
subsection (e) become operable, references in this Agreement to the Mortgage
Loan Payment Record and credits and debits to such Record shall be deemed to
refer to Eligible Accounts and transfers to and withdrawals from such Eligible
Accounts. Any action which may be necessary to establish the terms of an account
pursuant to this Section 3.02(e) may be taken by an amendment or supplement to
this Agreement or pursuant to a written order of the Company, which amendment,
supplement or order shall not require the consent of Certificateholders,
provided that the Company has delivered to the Trustee a letter from each Rating
Agency to the effect that such amendment, supplement or order will not cause
such Rating Agency to withdraw or reduce its then current ratings of the
Certificates.
Section 3.03. Collection of Taxes, Assessments and Other Items. Other than
with respect to any Cooperative Loan, the Company shall establish and maintain
with one or more depository institutions one or more accounts into which it
shall deposit all collections of taxes, assessments, private mortgage or hazard
insurance premiums or comparable items for the account of the Mortgagors. As
servicer, the Company shall effect the timely payment of all such items for the
account of Mortgagors. Withdrawals from such account or accounts may be made
only to effect payment of taxes, assessments, private mortgage or standard
hazard insurance premiums or comparable items, to reimburse the Company out of
related collections for any payments made regarding taxes and assessments or for
any payments made pursuant to Section 3.05 regarding premiums on Primary
Insurance Policies and Section 3.06 regarding premiums on standard hazard
insurance policies, to refund to any Mortgagors any sums determined to be
overages, or to pay interest owed to Mortgagors to the extent required by law.
Section 3.04. Permitted Debits to the Mortgage Loan Payment Record. The
Company (or any successor servicer pursuant to Section 7.02) may, from time to
time, make debits to the Mortgage Loan Payment Record for the following
purposes:
(i) To reimburse the Company or the applicable Primary Servicer for
Liquidation Expenses theretofore incurred in respect of any Mortgage Loan
in an amount not to exceed the amount of the related Liquidation Proceeds
credited to the Mortgage Loan Payment Record pursuant to Section
3.02(b)(iii); provided that the Company or the applicable Primary Servicer
shall not be entitled to reimbursement for Liquidation Expenses incurred
after the initiation of foreclosure proceedings in respect of any Defaulted
Mortgage Loan that is repurchased pursuant to Section 3.16;
(ii) To reimburse the Company or the applicable Primary Servicer for
Insured Expenses and amounts expended by it pursuant to Section 3.08 in
good faith in connection with the restoration of property damaged by an
Uninsured Cause, in an amount not to exceed the amount of the related
Insurance Proceeds and Liquidation Proceeds (net of any debits pursuant to
clause (i) above) and amounts representing proceeds of other insurance
policies covering the property subject to the related Mortgage credited to
the Mortgage Loan Payment Record pursuant to Section 3.02(b) (iii) and
(iv);
(iii) To reimburse the Company to the extent permitted by Sections
3.01(a) and 6.04;
(iv) To pay to the Company amounts received in respect of any
Defective Mortgage Loan or Defaulted Mortgage Loan purchased by the Company
to the extent that the distribution of any such amounts on the Distribution
Date upon which the proceeds of such purchase are distributed would make
the total amount distributed in respect of any such Mortgage Loan on such
Distribution Date greater than the Purchase Price therefor, net of any
unreimbursed Monthly Advances made by the Company;
(v) To reimburse the Company (or the Trustee, as applicable) for
Monthly Advances theretofore made in respect of any Mortgage Loan to the
extent of late payments, REO Proceeds, Insurance Proceeds and Liquidation
Proceeds in respect of such Mortgage Loan;
(vi) To reimburse the Company from any Mortgagor payment of interest
or other recovery with respect to a particular Mortgage Loan, to the extent
not previously retained by the Company, for unpaid Servicing Fees with
respect to such Mortgage Loan, subject to Section 3.08(d);
(vii) To reimburse the Company (or the Trustee, as applicable) for any
Nonrecoverable Advance (which right of reimbursement of the Trustee
pursuant to this clause shall be prior to such right of the Company);
(viii) To make transfers of funds to the Certificate Account pursuant
to Section 3.02(d);
(ix) To pay to the Company amounts received in respect of any Mortgage
Loan purchased by the Company pursuant to Section 9.01 to the extent that
the distribution of any such amounts on the final Distribution Date upon
which the proceeds of such purchase are distributed would make the total
amount distributed in respect of any such Mortgage Loan on such
Distribution Date greater than the purchase price therefor specified in
clause (x) of the first sentence of Section 9.01; and
(x) To deduct any amount credited to the Mortgage Loan Payment Record
in error.
The Company shall keep and maintain separate accounting records, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for debits
to the Mortgage Loan Payment Record pursuant to clauses (i), (ii), (iv), (v) and
(vi) of this Section 3.04; provided, however, that it is understood and agreed
that the records of such accounting need not be retained by the Company for a
period longer than the five most recent fiscal years.
Section 3.05. Maintenance of the Primary Insurance Policies. (a) The
Company shall not take any action which would result in non-coverage under any
applicable Primary Insurance Policy of any loss which, but for the actions of
the Company, would have been covered thereunder. To the extent coverage is
available, the Company shall keep or cause to be kept in full force and effect
each such Primary Insurance Policy until the principal balance of the related
Mortgage Note is 80% or less of the greater of (i) the related Original Value
and (ii) the then current value of the property underlying the related Mortgage
Note as evidenced by an appraisal thereof satisfactory to the Company; provided
that no such Primary Insurance Policy need be kept in effect if doing so would
violate applicable law. The Company shall not cancel or refuse to renew any such
Primary Insurance Policy applicable to a Mortgage Loan that is in effect at the
Closing Date and is required to be kept in force hereunder unless the
replacement Primary Insurance Policy for such canceled or non-renewed policy is
maintained with an insurer whose claims-paying ability is acceptable to each
Rating Agency for mortgage pass-through certificates having ratings equal to or
better than the ratings then assigned to the Certificates by such Rating Agency.
The Company agrees to effect the timely payment of the premium on each Primary
Insurance Policy, and such costs not otherwise recoverable shall be recoverable
by the Company from related Insurance Proceeds and Liquidation Proceeds pursuant
to Section 3.04.
(b) In connection with its activities as administrator and servicer of the
Mortgage Loans, the Company agrees to present, on behalf of itself, the Trustee
and the Certificateholders, claims to the insurer under each Primary Insurance
Policy and, in this regard, to take such reasonable action as shall be necessary
to permit recovery under any Primary Insurance Policy respecting a related
defaulted Mortgage Loan. To the extent provided in Section 3.02(b), any amounts
collected by the Company under any Primary Insurance Policy in respect of the
Mortgage Loans (including, without limitation, a Mortgage Loan purchased by a
related insurer) shall be credited to the Mortgage Loan Payment Record.
Section 3.06. Maintenance of Hazard Insurance. The Company shall cause to
be maintained for each Mortgage Loan, other than a Cooperative Loan, hazard
insurance with a standard mortgagee clause and with extended coverage in an
amount which is at least equal to the maximum insurable value of the
improvements securing such Mortgage Loan from time to time or the principal
balance owing on such Mortgage Loan from time to time, whichever is less. The
Company shall also maintain on property (other than Cooperative Apartments)
acquired upon foreclosure, or by deed in lieu of foreclosure, hazard insurance
with extended coverage in an amount which is at least equal to the lesser of (i)
the maximum insurable value from time to time of the improvements which are a
part of such property or (ii) the unpaid principal balance of such Mortgage Loan
at the time of such foreclosure or deed in lieu of foreclosure plus accrued
interest and the good-faith estimate of the Company of related Liquidation
Expenses to be incurred in connection therewith. To the extent provided in
Section 3.02(b)(iv), amounts collected by the Company under any such policies in
respect of the Mortgage Loans shall be credited to the Mortgage Loan Payment
Record. Such costs shall be recoverable by the Company pursuant to Sections 3.03
and 3.04. In cases in which property securing any Mortgage Loan other than a
Cooperative Loan is located in a federally designated flood area, the hazard
insurance to be maintained for such Mortgage Loan shall include flood insurance.
All such flood insurance shall be in such amounts as are required under
applicable guidelines of FNMA. The Company shall be under no obligation to
require that any Mortgagor maintain earthquake or other additional insurance and
shall be under no obligation itself to maintain any such additional insurance on
property acquired in respect of a Mortgage Loan, other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. If the Company shall obtain and maintain a
blanket policy insuring against hazard losses on all of the Mortgage Loans
(whether or not including Cooperative Loans), it shall conclusively be deemed to
have satisfied its obligations as set forth in the first sentence of this
Section 3.06, it being understood and agreed that such policy may contain a
deductible clause, in which case the Company shall, in the event that there
shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section 3.06, and there shall have
been a loss which would have been covered by such policy, credit to the Mortgage
Loan Payment Record the amount not otherwise payable under the blanket policy
because of such deductible clause.
Section 3.07. Assumption and Modification Agreements. (a) In any case in
which property subject to a Mortgage has been or is about to be conveyed by the
Mortgagor, the Company shall exercise its right to accelerate the maturity of
such Mortgage Loan under any "due-on-sale" clause applicable thereto, unless in
the reasonable discretion of the Company, such exercise would adversely affect
or jeopardize coverage under the related Primary Insurance Policy, if any;
provided, however, that if the Company is prevented, as provided in Section
3.07(b), from enforcing any such clause, the Company is authorized to make or
enter into an assumption and modification agreement from or with the Person to
whom such property has been or is about to be conveyed, pursuant to which such
Person becomes liable under the Mortgage Note and the Mortgagor remains liable
thereon. In connection with any such assumption and modification agreement, the
Company shall apply its then current underwriting standards to such Person. The
Company shall not make or enter into any such assumption and modification
agreement, however, unless (to the extent practicable in the circumstances) it
shall have received confirmation of the continued effectiveness of any
applicable Primary Insurance Policy and hazard insurance policy. The Company
shall notify the Trustee that any assumption and modification agreement has been
completed by forwarding to the Trustee the original copy thereof, which copy
shall be added by the Trustee to the related Mortgage File and shall, for all
purposes, be considered a part of such Mortgage File to the same extent as all
other documents and instruments constituting a part thereof. In connection with
any such agreement, the Mortgage Rate, mortgage term and any other material term
of such Mortgage Loan shall not be changed. Any fee collected by the Company for
entering into any such agreement will be retained by the Company as additional
servicing compensation.
(b) Notwithstanding Section 3.07(a) or any other provision of this
Agreement, the Company shall not be deemed to be in default, breach or any other
violation of its obligations hereunder by reason of any assumption of a Mortgage
Loan, or transfer of the property subject to a Mortgage without the assumption
thereof, by operation of law or any assumption or transfer which the Company
reasonably believes it may be restricted by law from preventing, for any reason
whatsoever.
Section 3.08. Realization Upon Defaulted Mortgage Loans. (a) The Company
shall foreclose upon or otherwise comparably convert the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.02. In connection with such foreclosure or other
conversion the Company shall, consistent with Section 3.05, follow such
practices and procedures as it shall deem necessary or advisable and as shall be
normal and usual in its general mortgage servicing activities. The foregoing is
subject to the proviso that the Company shall not be required to expend its own
funds in connection with any foreclosure or towards the restoration of any
property unless it shall determine (i) that such restoration or foreclosure will
increase the proceeds of liquidation of the Mortgage Loan to Certificateholders
after reimbursement to itself for such expenses and (ii) that such expenses will
be recoverable to it either through Liquidation Proceeds or Insurance Proceeds.
Notwithstanding the foregoing, the Company shall not be entitled to recover
legal expenses incurred in connection with foreclosure proceedings where the
Mortgage Loan is reinstated and such foreclosure proceedings are terminated
prior to completion, other than sums received from the Mortgagor for such
expenses.
Notwithstanding anything to the contrary contained herein, the Company
shall be under no obligation to foreclose upon or otherwise convert the
ownership of any Mortgaged Property which it believes may be contaminated with
or affected by hazardous or toxic wastes, materials or substances. The Company
may, but shall not be obligated to, make such determination on the basis of a
Phase I environmental assessment with respect to the related Mortgaged Property.
Neither the Trustee nor the Company shall be liable to the Trust Fund or the
Certificateholders if, based on the Company's belief that such contamination or
effect exists, the Company does not foreclose upon or otherwise convert the
ownership of a Mortgaged Property. In addition, neither the Trustee nor the
Company shall be liable to the Trust Fund or the Certificateholders if, based on
the Company's belief that no such contamination or effect exists, the Company
forecloses upon a Mortgaged Property and the Trustee or its nominee on behalf of
the Trust Fund takes title to such Mortgaged Property, and thereafter such
Mortgaged Property is determined to be so contaminated or affected.
(b) In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Trustee, or to its nominee on behalf of the Trust Fund.
Notwithstanding any such acquisition of title and cancellation of the related
Mortgage Loan, such Mortgage Loan shall (except for purposes of Section 9.01) be
considered to be an Outstanding Mortgage Loan until such time as the Mortgaged
Property shall be sold and such Mortgage Loan becomes a Liquidated Mortgage
Loan. Consistent with the foregoing, for purposes of all calculations hereunder
so long as such Mortgage Loan shall be considered to be an Outstanding Mortgage
Loan, it shall be assumed that the related Mortgage Note and its amortization
schedule in effect on and after such acquisition of title (after giving effect
to any previous Principal Prepayments and Deficient Valuations incurred
subsequent to the related Bankruptcy Coverage Termination Date and before any
adjustment thereto by reason of any bankruptcy (other than as aforesaid) or any
similar proceeding or any moratorium or similar waiver or grace period) remain
in effect (notwithstanding that the indebtedness evidenced by such Mortgage Note
shall have been discharged), subject to adjustment to reflect the application of
REO Proceeds received in any month. REO Proceeds received in any month shall be
applied to the payment of the installments of principal due and interest accrued
on the related REO Mortgage Loan in accordance with the terms of such Mortgage
Note. REO Proceeds received in any month in excess of the Amortization Payment
for such month due on an REO Mortgage Loan shall be treated as a Principal
Prepayment received in respect of such Mortgage Loan.
(c) In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Company shall dispose of such Mortgaged Property prior to the
close of the third calendar year after the year of its acquisition by the Trust
Fund unless (a) the Trustee shall have been supplied with an Opinion of Counsel
to the effect that the holding by the Trust Fund of such Mortgaged Property
subsequent to such period (and specifying the period beyond such period for
which the Mortgaged Property may be held) will not result in the imposition of
taxes on "prohibited transactions" of the Trust Fund as defined in section 860F
of the Code, or cause the REMIC established hereunder to fail to qualify as a
REMIC at any time that any Certificates are outstanding, in which case the Trust
Fund may continue to hold such Mortgaged Property (subject to any conditions
contained in such Opinion of Counsel), or (b) the Trustee (at the Company's
expense) or the Company shall have applied for, not later than 61 days prior to
the expiration of such period, an extension of such period in the manner
contemplated by section 856(e)(3) of the Code, in which case such period shall
be extended by the time period permitted by section 856(e)(3) of the Code.
Notwithstanding any other provision of this Agreement, no Mortgaged Property
acquired by the Trust Fund shall be rented (or allowed to continue to be rented)
or otherwise used for the production of income by or on behalf of the Trust Fund
or sold in such a manner or pursuant to any terms that would (i) cause such
Mortgaged Property to fail to qualify at any time as "foreclosure property"
within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust
Fund to the imposition of any federal or state income taxes on "net income from
foreclosure property" with respect to such Mortgaged Property within the meaning
of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged
Property to result in the receipt by the Trust Fund of any income from
non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless
the Company has agreed to indemnify and hold harmless the Trust Fund with
respect to the imposition of any such taxes.
(d) Any collection of Insurance Proceeds or Liquidation Proceeds will be
applied in the following order of priority: first, to reimburse the Company for
any related unreimbursed Liquidation Expenses and to reimburse the Company or
the Trustee, as applicable, for any related unreimbursed Monthly Advances;
second, to accrued and unpaid interest on the Mortgage Loan at the Mortgage Rate
from the date to which interest was last paid or advanced to the Due Date prior
to the Distribution Date on which such amounts are to be distributed; and third,
as a recovery of principal of the Mortgage Loan. If the amount so allocated to
interest is less than the full amount of accrued and unpaid interest due on such
Mortgage Loan, the amount of such recovery will be allocated among the Base
Servicing Fee at the Base Servicing Fee Rate, the Supplemental Servicing Fee at
the Supplemental Servicing Fee Rate and interest at the Remittance Rate in
proportion to the amount of such accrued interest which would have been
allocated to each such category in the absence of any shortfall. The resulting
Interest Loss shall be allocated among each such category in the same proportion
as described in the preceding sentence. The portion so allocated to interest at
the Remittance Rate shall be allocated to the Certificates for purposes of
making the allocation specified in the definition of Certificate Interest Loss.
(e) Notwithstanding anything to the contrary contained herein, the Company
shall have the right to enter into an agreement substantially in the form of
Exhibit K hereto with any Person that is the Holder of 100% of the Class B5
Certificates (provided that such form may be revised to delete the option on the
part of such Person to purchase a defaulted Mortgage Loan as set forth in
Section 2.02(f) thereof). Prior to entering into any such agreement with any
Person, the Company shall obtain a certification from such Person to the effect
that (i) such Person is not an "affiliate" (within the meaning of the Prohibited
Transaction Exemption) of the Trustee and (ii) such Person will not purchase any
Certificates if such purchase would cause such Person to hold more than a ten
percent interest in the Mortgage Pool. It is understood that the right of the
Company to be reimbursed for Monthly Advances and Nonrecoverable Advances under
this Agreement shall not be affected in any way by the provisions of any such
agreement. The Trustee hereby agrees to perform such obligations as may be
expressly required of it pursuant to the provisions of such agreement and to
promptly notify each party to such agreement if a Responsible Officer of the
Trustee (with direct responsibility for administration of this Agreement)
becomes aware of any discussions, plans or events that might lead to the
Trustee's becoming an "affiliate" (within the meaning of the Prohibited
Transaction Exemption) of any Person with which the Company has entered into
such agreement, provided that the contents of any such notification shall be
kept confidential by the parties to such agreement. The Company agrees to
promptly notify the Trustee upon entering into any such agreement. In addition,
the Company shall provide the Trustee with such information as may be necessary
for the Trustee to perform its obligations thereunder, including written
instructions, clearly identifying the source, amount and application of funds to
be deposited or withdrawn from the Collateral Fund (as defined in such
agreement). The Trustee shall provide the Company with such information
concerning credits and debits to the Collateral Fund on account of income, gains
and losses realized from Collateral Fund Permitted Investments (as defined in
such agreement), and costs associated with the purchase and sale thereof, as the
Company may request in order to prepare the instructions described in the
preceding sentence.
In addition, subject to the provisions of the preceding paragraph, the
Company shall have the right to enter into an agreement substantially in the
form of Exhibit K hereto with the Person that is the Holder of 100% of the Class
B4 Certificates, provided that (i) such Person is also the Holder of 100% of the
Class B5 Certificates, (ii) such Person shall have no rights under such
agreement until the date on which the Class Certificate Principal Balance of the
Class B5 Certificates has been reduced to zero, and (iii) any rights of such
Person under such agreement shall terminate in the event that such Person
transfers, directly or indirectly, the Class B4 Certificates to any other
Person.
Section 3.09. Trustee to Cooperate; Release of Mortgage Files. Upon the
payment in full of any Mortgage Loan, the Company will immediately notify the
Trustee by a certification (which certification shall include a statement to the
effect that all amounts received in connection with such payment which are
required to be credited to the Mortgage Loan Payment Record pursuant to Section
3.02 have been so credited) of a Servicing Officer and shall request delivery to
it of the Mortgage File. If a Buydown Mortgage Loan is the subject of a
Principal Prepayment in full during the related Buydown Period, the related
Buydown Funds will be applied or returned to the Person entitled thereto in
accordance with the terms of such Buydown Mortgage Loan. Upon receipt of such
certification and request in form satisfactory to the Trustee, the Trustee shall
promptly, but in any event within five Business Days, release the related
Mortgage File to the Company; provided, that the Trustee shall not be
responsible for any delay in the release of a Mortgage File resulting from acts
beyond its control, including without limitation, acts of God, strikes,
lockouts, riots, acts of war or terrorism, epidemics, nationalization,
governmental regulations imposed after the fact, fire, communication line
failures, computer viruses, power failures, earthquakes or other disasters. Upon
any such payment in full, the Company is authorized to execute, pursuant to the
authorization contained in Section 3.01, an instrument of satisfaction regarding
such Mortgage, which instrument of satisfaction shall be recorded by the Company
if required by applicable law and be delivered to the Person entitled thereto,
it being understood and agreed that no expenses incurred in connection with such
instrument of satisfaction shall be reimbursed from amounts at the time credited
to the Mortgage Loan Payment Record. From time to time and as appropriate for
the servicing or foreclosure of any Mortgage Loan (including, without
limitation, collection under any Primary Insurance Policy), the Trustee shall,
upon request of the Company and delivery to the Trustee of a receipt signed by a
Servicing Officer, release the related Mortgage File to the Company and shall
execute such documents as shall be necessary to the prosecution of any such
proceedings. Such receipt shall obligate the Company to return the Mortgage File
to the Trustee when the need therefor by the Company no longer exists unless the
Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate
of a Servicing Officer similar to that hereinabove specified, the receipt shall
be released by the Trustee to the Company.
Section 3.10. Servicing Compensation; Payment of Certain Expenses by the
Company. (a) As compensation for its activities and obligations hereunder, the
Company shall be entitled to withhold and pay to itself out of each payment
received by it on account of interest on each Mortgage Loan (including the
portion of any Buydown Funds applied to the related Buydown Mortgage Loan for
the applicable period) an amount equal to the Servicing Fee. The aggregate of
the Servicing Fees payable to the Company on any Distribution Date shall be
reduced by the amount of any Compensating Interest Payment for such Distribution
Date. Additional servicing compensation in the form of Prepayment Interest
Excess, assumption fees, modification fees, late payment charges, interest
income or gain with respect to amounts deposited in the Certificate Account and
invested by the Company or otherwise shall be retained by the Company, subject
to Section 3.10(b), if applicable. The Company shall be required to pay all
expenses incurred by it in connection with its activities hereunder (including
payment of Trustee fees and all other fees and expenses not expressly stated
hereunder to be for the account of the Certificateholders) and shall not be
entitled to reimbursement therefor except as provided in Sections 3.01, 3.03,
3.04 and 3.08.
(b) The Company may, as a condition to granting any request by a Mortgagor
for any consent, modification, waiver or amendment or any other matter or thing,
the granting of which is in the Company's discretion pursuant to the terms of
the instruments evidencing or securing the related Mortgage Loan and is
permitted by other sections of this Agreement, require (to the extent permitted
by applicable law) that such Mortgagor pay to it a reasonable or customary fee
in accordance with the schedule set forth as Exhibit H (which may be amended
from time to time by provision of a revised schedule of such fees to the
Trustee, whereupon such revised schedule shall be deemed to be Exhibit H
hereunder) for the additional services performed in connection with such
request, together with any related costs and expenses incurred by it. Such fees
shall be additional servicing compensation to the Company.
Section 3.11. Reports to the Trustee; Certificate Account Statements. Not
later than 15 days after each Distribution Date, the Company shall forward to
the Trustee a statement, certified by a Servicing Officer, setting forth the
status of the Mortgage Loan Payment Record as of the close of business on such
Distribution Date and showing, for the period covered by such statement, the
aggregate of credits to the Mortgage Loan Payment Record for each category of
credit specified in Section 3.02 and each category of debit specified in Section
3.04.
Section 3.12. Annual Statement as to Compliance. The Company will deliver
to the Trustee, on or before March 31 of each year, beginning with March 31,
2000, an Officer's Certificate stating that (a) a review of the activities of
the Company during the preceding calendar year and of its performance under this
Agreement has been made under such Officer's supervision and (b) to the best of
such Officer's knowledge, based on such review, the Company has fulfilled all
its material obligations under this Agreement throughout such year, or, if there
has been a default in the fulfillment of any such obligation, specifying each
such default known to such Officer and the nature and status thereof.
Section 3.13. Annual Independent Public Accountants' Servicing Report. On
or before March 31 of each year, beginning with March 31, 2000, the Company
shall:
(a) furnish to a firm of independent public accountants (which may also
render other services to the Company) a statement substantially to the effect
that the Company has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers (the "Minimum Servicing Standards") with respect to the
mortgage loans in the Company's servicing portfolio (which may exclude home
equity loans) or, if there has been material noncompliance with such servicing
standards, containing a description of such noncompliance; and
(b) at its expense cause such firm of independent public accountants to
furnish a report to the Trustee stating its opinion as to the Company's
assertion contained in the statement delivered pursuant to Section 3.13(a),
which opinion shall be based on an examination conducted by such firm in
accordance with the standards established by the American Institute of Certified
Public Accountants, including examining, on a test basis, evidence about the
Company's compliance with the Minimum Servicing Standards. Such opinion shall be
to the effect that the Company has complied in all material respects with the
Minimum Servicing Standards with respect to the mortgage loan portfolio
described in the Company's statement delivered pursuant to Section 3.13(a)
hereof or if there has been material noncompliance with the Minimum Servicing
Standards, shall contain a description of such noncompliance in accordance with
applicable accounting standards. In rendering such report, such firm may rely,
as to matters relating to direct servicing of Mortgage Loans by any primary
servicer, upon comparable reports of independent public accountants with respect
to such primary servicer.
Section 3.14. Access to Certain Documentation and Information Regarding the
Mortgage Loans. To the extent permitted by applicable law, the Company shall
provide to the Trustee, Certificateholders which are regulated insurance
entities and the applicable insurance regulatory agencies thereof,
Certificateholders which are federally insured savings and loan associations,
the Office of Thrift Supervision, the FDIC and the supervisory agents and
examiners thereof access to the documentation regarding the Mortgage Loans
required by applicable regulations of the Office of Thrift Supervision or of
such insurance regulatory agencies, as the case may be, such access being
afforded without charge but only upon reasonable request and during normal
business hours at the offices of the Company. Nothing in this Section 3.14 shall
derogate from the obligation of the Company to observe any applicable law
prohibiting disclosure of information regarding the Mortgagors and the failure
of the Company to provide access as provided in this Section 3.14 as a result of
such obligation shall not constitute a breach of this Section 3.14.
Section 3.15. Maintenance of Certain Servicing Policies. The Company shall
during the term of its service as servicer maintain in force (i) a policy or
policies of insurance covering errors and omissions in the performance of its
obligations as servicer hereunder and (ii) a fidelity bond in respect of its
officers, employees or agents. Each such policy or policies and bond shall,
together, comply with the requirements from time to time of FNMA for persons
performing servicing for mortgage loans purchased by such association.
Section 3.16. Optional Purchase of Defaulted Mortgage Loans. The Company
shall have the right, but not the obligation, to purchase any Defaulted Mortgage
Loan for a price equal to the Purchase Price therefor. Any such purchase shall
be accomplished as provided in Section 4.04(a) hereof.
Section 3.17. Class A7 and Class A13 Interest Accounts. State Street Bank
and Trust Company, not in its capacity as Trustee hereunder, is hereby
appointed, and does hereby accept such appointment, to serve as custodian (the
"Custodian") of the assets included in the Class A7 and Class A13 Interest
Accounts created by this Section 3.17. On or prior to the Closing Date, the
Custodian shall establish a segregated, non-interest bearing, corporate trust
account in its corporate trust department, in respect of the Class A7
Certificates (such account, the "Class A7 Interest Account"), and in respect of
the Class A13 Certificates (such account, the "Class A13 Interest Account").
Each of the Class A7 and Class A13 Interest Accounts shall have the
characteristics set forth in this Section 3.17 and shall be held by the
Custodian solely for the benefit of the Holders of the Class A7 and Class A13
Certificates, respectively, and the Holders of the Class R Certificates (to the
extent of their rights therein). Amounts on deposit in the Class A7 and Class
A13 Interest Accounts shall be applied by the Custodian solely as provided in
Sections 4.01(g)(i) and (ii). The Class A7 and Class A13 Interest Accounts shall
not be assets of the Trust Fund, but shall be assets in the REMIC. In acting as
Custodian with respect to the Class A7 and Class A13 Interest Accounts, the
Custodian shall have all rights and immunities of the Trustee under this
Agreement and shall have only such express duties as set forth in this Section
3.17.
On or prior to the Closing Date, the Company, acting as agent for the Class
A7 Certificateholders, shall transfer (or cause to be transferred) the Class A7
Interest Account Deposit to the Custodian for deposit into the Class A7 Interest
Account. On or prior to the Closing Date, the Company, acting as agent for the
Class A13 Certificateholders, shall transfer (or cause to be transferred) the
Class A13 Interest Account Deposit to the Custodian for deposit into the Class
A13 Interest Account. The Custodian acknowledges receipt of the Class A7
Interest Account Deposit and the Class A13 Interest Account Deposit. The
Custodian shall not invest amounts in the Class A7 and Class A13 Interest
Accounts. Neither the Company, the Custodian, the Trustee nor any other party
shall be under any obligation to make any further deposits into the Class A7 and
Class A13 Interest Accounts.
The transfer by (or on behalf of) the Company of the Class A7 Interest
Account Deposit and the Class A13 Interest Account Deposit is an outright and
unconditional assignment to the Custodian for the benefit of the Holders of the
Class A7 and Class A13 Certificates, respectively, and is not in the nature of a
pledge or similar arrangement. The Class A7 and Class A13 Interest Accounts
shall not be assets of the Company and the Company shall have no legal or
beneficial right thereto or interest therein, except any that may arise by
virtue of the Company's becoming a Holder of a Class A7 or Class A13
Certificate, as applicable, or a Class R Certificate.
The Class A7 Certificateholders, by their acceptance of a Class A7
Certificate, appoint the Company as their agent for the purpose of transferring
(or causing the transfer of) the Class A7 Interest Account Deposit to the
Trustee. The Class A13 Certificateholders, by their acceptance of a Class A13
Certificate, appoint the Company as their agent for the purpose of transferring
(or causing the transfer of) the Class A13 Interest Account Deposit to the
Trustee.
ARTICLE IV
PAYMENTS AND STATEMENTS
Section 4.01. Distributions. (a) On each Distribution Date, the Trustee
shall withdraw the Available Funds from the Certificate Account and shall make
distributions to Holders of the Certificates as of the preceding Record Date in
the following order of priority, to the extent of the remaining Available Funds:
(i) to each Class of Senior Certificates (other than any Class of
Principal Only Certificates), the Accrued Certificate Interest thereon for
such Distribution Date; provided, however, that it shall be assumed for
purposes of distributions of Available Funds in respect of interest on the
Class A7 and Class A13 Certificates that each such Class accrues interest
at an annual rate of 6.50%; and provided, further, that any shortfall in
available amounts shall be allocated among such Classes in proportion to
the amount of Accrued Certificate Interest that would otherwise be
distributable thereto;
(ii) to each Class of Senior Certificates (other than any Class of
Principal Only Certificates), any related Unpaid Class Interest Shortfall
for such Distribution Date; provided, however, that any shortfall in
available amounts shall be allocated among such Classes in proportion to
the Unpaid Class Interest Shortfall for each such Class on such
Distribution Date;
(iii) to the Classes of Senior Certificates in reduction of the Class
Certificate Principal Balances thereof, as set forth in Exhibit O hereto,
without regard to the use of the word "approximately" therein; provided,
however, that defined terms used in Exhibit O shall have the meanings
assigned thereto in Article I hereof;
(iv) to the Class PO Certificates, any Class PO Deferred Amount for
such Distribution Date, up to an amount not to exceed the Junior Optimal
Principal Amount for such Distribution Date, until the Class Certificate
Principal Balance of such Class has been reduced to zero; provided, that
any such amounts distributed to the Class PO Certificates pursuant to this
clause (iv) shall not reduce the Class Certificate Principal Balance
thereof;
(v) to the Class M Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(vi) to the Class M Certificates, any Unpaid Class Interest Shortfall
therefor on such Distribution Date;
(vii) to the Class M Certificates, in reduction of the Class
Certificate Principal Balance thereof, such Class's Allocable Share of the
Junior Optimal Principal Amount on such Distribution Date;
(viii) to the Class B1 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(ix) to the Class B1 Certificates, any Unpaid Class Interest Shortfall
therefor on such Distribution Date;
(x) to the Class B1 Certificates, in reduction of the Class
Certificate Principal Balance thereof, such Class's Allocable Share of the
Junior Optimal Principal Amount on such Distribution Date;
(xi) to the Class B2 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(xii) to the Class B2 Certificates, any Unpaid Class Interest
Shortfall therefor on such Distribution Date;
(xiii) to the Class B2 Certificates, in reduction of the Class
Certificate Principal Balance thereof, such Class's Allocable Share of the
Junior Optimal Principal Amount on such Distribution Date;
(xiv) to the Class B3 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(xv) to the Class B3 Certificates, any Unpaid Class Interest Shortfall
therefor on such Distribution Date;
(xvi) to the Class B3 Certificates, in reduction of the Class
Certificate Principal Balance thereof, such Class's Allocable Share of the
Junior Optimal Principal Amount on such Distribution Date;
(xvii) to the Class B4 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(xviii) to the Class B4 Certificates, any Unpaid Class Interest
Shortfall therefor on such Distribution Date;
(xix) to the Class B4 Certificates, in reduction of the Class
Certificate Principal Balance thereof, such Class's Allocable Share of the
Junior Optimal Principal Amount on such Distribution Date;
(xx) to the Class B5 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(xxi) to the Class B5 Certificates, any Unpaid Class Interest
Shortfall therefor on such Distribution Date; and
(xxii) to the Class B5 Certificates, in reduction of the Class
Certificate Principal Balance thereof, such Class's Allocable Share of the
Junior Optimal Principal Amount on such Distribution Date.
Notwithstanding the foregoing, amounts otherwise distributable pursuant to
clauses (vii), (x), (xiii), (xvi), (xix) and (xxii) on any Distribution Date
shall be reduced, in inverse order of priority, by any amount distributed
pursuant to clause (iv) on such date, such that such amount distributed pursuant
to clause (iv) on such date shall be applied first to reduce the amount
distributable pursuant to clause (xxii), and then, to the extent of any excess,
applied second, to reduce the amount distributable pursuant to clause (xix),
third, to reduce the amount distributable pursuant to clause (xvi), fourth, to
reduce the amount distributable pursuant to clause (xiii), fifth, to reduce the
amount distributable pursuant to clause (x) and sixth, to reduce the amount
distributable pursuant to clause (vii).
(b) On each Distribution Date, the Trustee shall distribute to the holder
of the Class R Certificate any remaining Available Funds for such Distribution
Date after application of all amounts described in clause (a) of this Section
4.01, together with any Unanticipated Recoveries received by the Company in the
calendar month preceding the month of such Distribution Date and not distributed
on such Distribution Date to the holders of outstanding Certificates of any
other Class pursuant to Section 4.01(f), plus any amounts distributable to the
holder of the Class R Certificate pursuant to Section 4.01(g). Any distributions
pursuant to this clause (b) shall not reduce the Class Certificate Principal
Balance of the Class R Certificate.
(c) If on any Distribution Date the Class Certificate Principal Balances of
the Junior Certificates have each been reduced to zero, the amount distributable
to the Senior Certificates other than the Class PO Certificates pursuant to
Section 4.01(a)(iii) for such Distribution Date and each succeeding Distribution
Date shall be allocated among such Classes of Senior Certificates, pro rata, on
the basis of their respective Class Certificate Principal Balances immediately
prior to such Distribution Date, regardless of the priorities and amounts set
forth in Section 4.01(a)(iii).
(d) If on any Distribution Date (i) the Class Certificate Principal Balance
of the Class M Certificates or any Class of Class B Certificates for which the
related Prepayment Distribution Trigger was satisfied on such Distribution Date
is reduced to zero and (ii) amounts distributable pursuant to clauses (ii), (iv)
and (v) of the Junior Optimal Principal Amount remain undistributed on such
Distribution Date after all amounts otherwise distributable on such date
pursuant to clauses (iv) through (xxii) of Section 4.01(a) have been
distributed, such amounts shall be distributed on such Distribution Date to the
remaining Classes of Junior Certificates in order of priority, such that no such
distribution shall be made to any Class of Junior Certificates while a prior
such Class is outstanding.
(e) (i) On each Distribution Date prior to the Cross-Over Date,
distributions in reduction of the Class Certificate Principal Balances of the
Class A6, Class A12, Class A14 and Class A15 Certificates will be made in
accordance with the provisions of Section 4.10.
Upon the earlier of the Cross-Over Date and the next Distribution Date
after the Distribution Date on which the Class Certificate Principal Balance of
the Class A6, Class A12, Class A14 or Class A15 Certificates, as the case may
be, has been reduced to zero, (x) to the extent the balance of funds remaining
in the related Rounding Account is less than $999.99, the balance in such
Rounding Account shall be restored to $999.99 (or, if less, the sum of such
remaining balance and the amount so distributable) from Available Funds
otherwise available for distribution on all outstanding Classes of Certificates
and (y) such Rounding Account shall be cleared and terminated, and the amounts
therein shall be distributed to the Class R Certificates on such date (which
distribution shall not reduce the Class Certificate Principal Balance thereof).
(ii) As provided in Section 4.10(f), notwithstanding any provisions herein
to the contrary, on the Cross-Over Date and on each subsequent Distribution
Date, distributions in reduction of the Class Certificate Principal Balances of
the Class A6, Class A12, Class A14 and Class A15 Certificates shall be made on a
pro rata basis among the outstanding Certificates of the respective Class, based
on the Percentage Interest in each such Class represented by each Certificate.
The Trustee shall notify the Depository prior to the first Distribution Date on
which distributions in respect of principal on the Class A6, Class A12, Class
A14 or Class A15 Certificates are to be made on a pro rata basis in accordance
with the preceding sentence. On the Cross-Over Date and on each subsequent
Distribution Date, the Trustee shall not, and the Depository is not authorized
to, make distributions or payments in respect of Class A6, Class A12, Class A14
or Class A15 Certificates in accordance with any Principal Distribution Request
or by Random Lot
(f) In the event that in any calendar month the Company recovers an amount
(an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which
had previously been allocated as a Realized Loss to any Class of Certificates
pursuant to Section 4.03, on the Distribution Date in the next succeeding
calendar month the Trustee shall withdraw from the Certificate Account and
distribute to the holders of each outstanding Class to which such Realized Loss
had previously been allocated its share (determined as described in the
succeeding paragraph) of such Unanticipated Recovery in an amount not to exceed
the amount of such Realized Loss previously allocated to such Class. When the
Class Certificate Principal Balance of a Class of Certificates has been reduced
to zero, the holders of such Class shall not be entitled to any share of an
Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among
all outstanding Classes of Certificates entitled thereto in accordance with the
preceding sentence, subject to the remainder of this subsection (f). In the
event that (i) any Unanticipated Recovery remains undistributed in accordance
with the preceding sentence or (ii) the amount of an Unanticipated Recovery
exceeds the amount of the Realized Loss previously allocated to any outstanding
Classes with respect to the related Mortgage Loan, on the applicable
Distribution Date the Trustee shall distribute to the holders of all outstanding
Classes of the related Certificates to which Realized Losses had previously been
allocated and not reimbursed their pro rata share (determined as described
below) of such excess in an amount not to exceed the aggregate amount of any
Realized Loss previously allocated to such Class with respect to any other
Mortgage Loan that has not been recovered in accordance with Section 4.01(f).
Any distributions made pursuant to this Section 4.01(f) shall not reduce the
Class Certificate Principal Balance of the related Certificate.
For purposes of the preceding paragraph, the share of an Unanticipated
Recovery allocable to any Class of Certificates with respect to a Mortgage Loan
shall be (i) with respect to the Class PO Certificates, based on the applicable
PO Percentage of the principal portion of the Realized Loss previously allocated
thereto with respect to such Mortgage Loan (or all Mortgage Loans for purposes
of the next to last sentence of the preceding paragraph), and (ii) with respect
to any other Class of Certificates, based on its pro rata share (in proportion
to the Class Certificate Principal Balances thereof with respect to such
Distribution Date) of the applicable Non-PO Percentage of the principal portion
of any such Realized Loss previously allocated with respect to such Mortgage
Loan (or Loans); provided, however, that (i) the share of an Unanticipated
Recovery allocable to a Class PO Certificate with respect to any Mortgage Loan
(or Loans) shall be reduced by the aggregate amount previously distributed to
such Class on account of the applicable Class PO Deferred Amount in respect of
such Mortgage Loan (or Loans) and (ii) the amount by which the distributions to
the Class PO Certificates have been so reduced shall be distributed to the
Classes of Certificates described in clause (ii) of the preceding paragraph in
the same proportion as described in such clause (ii). For purposes of the
preceding sentence, any Class PO Deferred Amount distributed to a Class PO
Certificate on previous Distribution Dates shall be deemed to have been
allocated in respect of the Mortgage Loans as to which the applicable PO
Percentage of the principal portion of Realized Losses has previously been
allocated to such Class on a pro rata basis (based on the amount of Realized
Losses so allocated).
(g) (i) On each Distribution Date through the earlier of (a) the
Distribution Date in January 2001, or (b) the Distribution Date on which the
Class Certificate Principal Balance of the Class A7 Certificates is reduced to
zero (the "Class A7 Interest Account Termination Date"), the Custodian shall
withdraw and transfer to the Trustee, from amounts on deposit in the Class A7
Interest Account, an amount equal to the excess of (i) the amount of interest
accrued on the Class A7 Certificates during the related Interest Accrual Period
at the then-applicable Certificate Interest Rate, over (ii) the amount of
interest that would have accrued on the Class A7 Certificates during such
Interest Accrual Period at a Certificate Interest Rate equal to 6.50% per annum,
and the Trustee shall distribute such amounts to the Holders of the Class A7
Certificates, as part of the distribution of interest thereon pursuant to
Sections 4.01(a)(i) and (ii) above. On the Class A7 Interest Account Termination
Date, the Custodian shall withdraw any amounts remaining in the Class A7
Interest Account and transfer such amounts to the Trustee for distribution to
the Holders of the Class R Certificates.
(ii) On each Distribution Date through the earlier of (a) the Distribution
Date in January 2000, or (b) the Distribution Date on which the Class
Certificate Principal Balance of the Class A13 Certificates is reduced to zero
(the "Class A13 Interest Account Termination Date"), the Custodian shall
withdraw and transfer to the Trustee, from amounts on deposit in the Class A13
Interest Account, an amount equal to the excess of (i) the amount of interest
accrued on the Class A13 Certificates during the related Interest Accrual Period
at the then-applicable Certificate Interest Rate, over (ii) the amount of
interest that would have accrued on the Class A13 Certificates during such
Interest Accrual Period at a Certificate Interest Rate equal to 6.50% per annum,
and the Trustee shall distribute such amounts to the Holders of the Class A13
Certificates, as part of the distribution of interest thereon pursuant to
Sections 4.01(a)(i) and (ii) above. On the Class A13 Interest Account
Termination Date, the Custodian shall withdraw any amounts remaining in the
Class A13 Interest Account and transfer such amounts to the Trustee for
distribution to the Holders of the Class R Certificates.
Section 4.02. Method of Distribution. (a) Except as set forth in Section
4.10 in respect of the Class A6, Class A12, Class A14 and Class A15
Certificates, all distributions with respect to each Class of Certificates on
each Distribution Date shall be made pro rata among the outstanding Certificates
of such Class, based on the Percentage Interest in such Class represented by
each Certificate. Payments to the Certificateholders on each Distribution Date
will be made by the Trustee to the Certificateholders of record on the related
Record Date (other than as provided in Section 9.01 respecting the final
distribution) by check or money order mailed to a Certificateholder at the
address appearing in the Certificate Register, or upon written request by such
Certificateholder to the Trustee made not later than the applicable Record Date,
by wire transfer to a U.S. depository institution acceptable to the Trustee, or
by such other means of payment as such Certificateholder and the Trustee shall
agree.
(b) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, which shall credit the amount of such distribution to
the accounts of its Depository Participants in accordance with its normal
procedures. Each Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to each Financial
Intermediary for which it acts as agent. Each Financial Intermediary shall be
responsible for disbursing funds to the Certificate Owners that it represents.
Except as otherwise provided in Section 4.10(g), the Depository shall be
responsible for the allocation of the aggregate amount of distributions in
reduction of the Class Certificate Principal Balances of the Class A6, Class
A12, Class A14 and Class A15 Certificates among the Depository Participants in
accordance with Section 4.10, and each Depository Participant (and each
respective Financial Intermediary for which such Depository Participant acts as
agent) shall be responsible for the allocation of the amount allocated thereto
among the related Certificate Owners. All such credits and disbursements with
respect to a Book-Entry Certificate are to be made by the Depository and the
Depository Participants in accordance with the provisions of the applicable
Certificates. Neither the Trustee nor the Company shall have any responsibility
therefor except as otherwise provided by applicable law.
(c) The Trustee shall withhold or cause to be withheld such amounts as it
reasonably determines are required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders or Certificate Owners and any reductions to withholding by
virtue of any bilateral tax treaties and any applicable certification required
to be furnished by Certificateholders or Certificate Owners with respect
thereto) from distributions to be made to Non-U.S. Persons. If the Trustee
reasonably determines that a more accurate determination of the amount required
to be withheld for a distribution can be made within a reasonable period after
the scheduled date for such distribution, it may hold such distribution in trust
for a holder of a Residual Certificate until such determination can be made. For
the purposes of this paragraph, a "Non-U.S. Person" is (i) an individual other
than a citizen or resident of the United States, (ii) a partnership, corporation
or entity treated as a partnership or corporation for U.S. federal income tax
purposes not formed under the laws of the United States, any state thereof or
the District of Columbia (unless, in the case of a partnership, Treasury
regulations provide otherwise), (iii) any estate, the income of which is not
subject to U.S. federal income taxation, regardless of source, and (iv) any
trust, other than a trust that a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more U.S. Persons have the authority to control all substantial decisions of the
trust.
Section 4.03. Allocation of Losses. (a) On or prior to each Determination
Date, the Company shall determine the amount of any Realized Loss in respect of
each Mortgage Loan that occurred during the immediately preceding calendar
month.
(b) With respect to any Distribution Date, the principal portion of each
Realized Loss (other than any Excess Loss) shall be allocated as follows:
(i) the applicable PO Percentage of the principal portion of any such
Realized Loss shall be allocated to the Class PO Certificates until the
Class Certificate Principal Balance thereof has been reduced to zero; and
(ii) the applicable Non-PO Percentage of the principal portion of any
such Realized Loss shall be allocated in the following order of priority:
first, to the Class B5 Certificates until the Class Certificate
Principal Balance thereof has been reduced to zero;
second, to the Class B4 Certificates until the Class Certificate
Principal Balance thereof has been reduced to zero;
third, to the Class B3 Certificates until the Class Certificate
Principal Balance thereof has been reduced to zero;
fourth, to the Class B2 Certificates until the Class Certificate
Principal Balance thereof has been reduced to zero;
fifth, to the Class B1 Certificates until the Class Certificate
Principal Balance thereof has been reduced to zero;
sixth, to the Class M Certificates until the Class Certificate
Principal Balance thereof has been reduced to zero; and
seventh, to the Classes of Senior Certificates other than the
Class PO Certificates, pro rata, in accordance with their Class
Certificate Principal Balances; provided, that any such loss allocated
to any Class of Accrual Certificates (and any Accrual Component) shall
be allocated (subject to Section 4.03(d)) on the basis of the lesser
of (x) the Class Certificate Principal Balance (or Component Principal
Balance) thereof immediately prior to the applicable Distribution Date
and (y) the Class Certificate Principal Balance (or Component
Principal Balance) thereof on the Closing Date (as reduced by any
Realized Losses previously allocated thereto).
(c) With respect to any Distribution Date, the principal portion of any
Excess Loss (other than Excess Bankruptcy Losses attributable to Debt Service
Reductions) shall be allocated as follows: (1) the PO Percentage of any such
loss shall be allocated to the Class PO Certificates, and (2) the Non-PO
Percentage of any such loss shall be allocated to each Class of Certificates
other than the Class PO Certificates, pro rata, based on the respective Class
Certificate Principal Balances thereof; provided, that any such loss allocated
to any Class of Accrual Certificates (and any Accrual Component) shall be
allocated (subject to Section 4.03(d)) on the basis of the lesser of (x) the
Class Certificate Principal Balance (or Component Principal Balance) thereof
immediately prior to the applicable Distribution Date and (y) the Class
Certificate Principal Balance (or Component Principal Balance) thereof on the
Closing Date (as reduced by any Realized Losses previously allocated thereto).
(d) Any Realized Losses allocated to a Class of Certificates pursuant to
Section 4.03(b) or (c) shall be allocated among the Certificates of such Class
in proportion to their respective Certificate Principal Balances. In addition,
any Realized Losses allocated to any Class of Component Certificates on a
Distribution Date shall be allocated in reduction of the Component Principal
Balances of the related Components (other than any Notional Component) in
proportion to their respective Component Principal Balances immediately prior to
such Distribution Date. Any allocation of Realized Losses pursuant to this
paragraph (d) shall be accomplished by reducing the Certificate Principal
Balance (or, in the case of any Component, the Component Principal Balance) of
the related Certificates (or Components) on the related Distribution Date in
accordance with Section 4.03(e).
(e) Realized Losses allocated in accordance with this Section 4.03 shall be
allocated on the Distribution Date in the month following the month in which
such loss was incurred and, in the case of the principal portion thereof, after
giving effect to distributions made on such Distribution Date, except that the
aggregate amount of Realized Losses to be allocated to the Class PO Certificates
on such Distribution Date will be taken into account in determining
distributions in respect of any Class PO Deferred Amount for such date.
(f) On each Distribution Date, the Company shall determine the Subordinate
Certificate Writedown Amount, if any. Any such Subordinate Certificate Writedown
Amount shall effect a corresponding reduction in the Certificate Principal
Balance of the Subordinate Certificates, which reduction shall occur on such
Distribution Date after giving effect to distributions made on such Distribution
Date.
(g) Notwithstanding the foregoing, no such allocation of any Realized Loss
shall be made on a Distribution Date to a Class of Certificates to the extent
that such allocation would result in the reduction of the aggregate Certificate
Principal Balances of all the Certificates as of such Distribution Date, after
giving effect to all distributions and prior allocations of Realized Losses on
such date, to an amount less than the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the first day of the month of such Distribution Date,
less any Deficient Valuations occurring on or prior to the Bankruptcy Coverage
Termination Date (such limitation, the "Loss Allocation Limitation").
Section 4.04. Monthly Advances; Purchases of Defaulted Mortgage Loans. (a)
The Company shall be required to make Monthly Advances in the manner and to the
extent provided herein. Prior to the close of business on each Determination
Date, the Company shall determine (i) the amount of the Monthly Advance which it
is required to make on the related Distribution Date and (ii) whether it has
elected to purchase any Defaulted Mortgage Loan or Loans on such Distribution
Date. If the Company so elects to purchase any Defaulted Mortgage Loans (or is
required to purchase any Mortgage Loan pursuant to Section 2.02 or 2.03(a)), no
Monthly Advance shall be required with respect thereto for the month in which
such purchase occurs. The Company shall include information as to each of such
determinations in the Servicer's Certificate furnished by it to the Trustee in
accordance with Section 4.06 and shall be obligated to transfer to the
Certificate Account pursuant to Section 3.02(d) on or before 11:00 a.m. New York
time on the Business Day next preceding the following Distribution Date in
next-day funds the respective amounts applicable to such determinations
appearing in such Servicer's Certificate. Upon receipt by the Trustee of written
notification signed by a Servicing Officer of any such deposit relating to the
purchase by the Company of such a Mortgage Loan, the Trustee shall release to
the Company the related Mortgage File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the Company any Mortgage Loan released pursuant hereto.
(b) In the event that the Company transfers or expects to transfer less
than the Available Funds required to be deposited by it pursuant to Section
3.02(d), the Company shall so notify the Trustee no later than 9:00 a.m. on the
Business Day preceding the related Distribution Date, and the amount so
transferred, if any, shall be deemed to have been transferred first pursuant to
clause (i) of the definition of Available Funds, second pursuant to clause (iii)
of the definition of Available Funds, and third pursuant to clause (ii) of the
definition of Available Funds. Such notice shall specify each Mortgage Loan
delinquent as of the preceding Determination Date. In such event, the Trustee
shall make any Monthly Advance required to be made hereunder, in the manner and
to the extent required; provided, the Trustee shall not be so obligated if
prohibited by applicable law.
(c) In the event that the Company is succeeded hereunder as servicer, the
obligation to make Monthly Advances in the manner and to the extent required by
Section 4.04(a) shall be assumed by the successor servicer (subject to Section
7.02).
Section 4.05. Statements to Certificateholders. Each month, at least two
Business Days prior to each Distribution Date, the Company shall deliver to the
Trustee for mailing to each Certificateholder, and the Trustee shall mail to
each Certificateholder on such Distribution Date, a statement (each, a
"Distribution Date Statement") substantially in the form of Exhibit J hereto,
setting forth:
(i) The amount of such distribution to the Certificateholders of each
Class (and in respect of any Component), other than any Notional
Certificates (and any Notional Component), allocable to principal,
separately identifying the aggregate amount of any Principal Prepayments
included therein (including, for this purpose, the Scheduled Principal
Balances of all Defaulted Mortgage Loans and Defective Mortgage Loans
purchased pursuant to Section 2.02, 2.03(b) or 3.16, respectively, and any
amounts deposited pursuant to Section 2.03(b) in connection with the
substitution of any Mortgage Loans pursuant to Section 2.02 or 2.03(a), the
proceeds of which purchases or substitutions are being distributed on such
Distribution Date);
(ii) The amount of such distribution to the Certificateholders of each
Class (other than any Class of Principal Only Certificates) allocable to
interest, including any Accrual Amount added to the Class Certificate
Principal Balance or Component Principal Balance of any Class of Accrual
Certificates or any Accrual Components;
(iii) The amount of servicing compensation paid to the Company during
the month preceding the month of distribution in respect of the Mortgage
Loans and such other customary information as the Company deems necessary
or desirable to enable Certificateholders to prepare their tax returns;
(iv) The Pool Scheduled Principal Balance and the aggregate number of
the Mortgage Loans on the preceding Due Date after giving effect to all
distributions allocable to principal made on such Distribution Date;
(v) The Class Certificate Principal Balance (or Notional Principal
Balance) of each Class, the Component Principal Balance of each Component
and the Certificate Principal Balance (or Notional Principal Balance) of a
Single Certificate of each Class after giving effect to (i) all
distributions allocable to principal (or reductions in the Notional
Principal Balance, in the case of the Notional Certificates, or the
addition of any Accrual Amount, in the case of any Class of Accrual
Certificates) made on such Distribution Date and (ii) the allocation of any
Realized Losses and any Subordinate Certificate Writedown Amount for such
Distribution Date;
(vi) The Pay-out Rate applicable to each Class of Certificates;
(vii) The book value and unpaid principal balance of any real estate
acquired on behalf of Certificateholders through foreclosure, or grant of a
deed in lieu of foreclosure or otherwise, of any REO Mortgage Loan, and the
number of the related Mortgage Loans;
(viii) The aggregate Scheduled Principal Balances and number of
Mortgage Loans which, as of the close of business on the last day of the
month preceding the related Distribution Date, were (a) delinquent as to a
total of (x) 30-59 days, (y) 60-89 days and (z) 90 days or more, and (b) in
foreclosure;
(ix) The Scheduled Principal Balance of any Mortgage Loan replaced
pursuant to Section 2.03(b);
(x) The Certificate Interest Rates of any LIBOR Certificates and any
COFI Certificates applicable to the Interest Accrual Period relating to
such Distribution Date and such Class;
(xi) The Senior Percentage, the Group II Senior Percentage and the
Junior Percentage for such Distribution Date;
(xii) The Senior Prepayment Percentage, the Group II Senior Prepayment
Distribution Percentage and the Junior Prepayment Percentage for such
Distribution Date; and
(xiii) The amount of such distribution to the Certificateholders of
each Class allocable to Unanticipated Recoveries.
In the case of information furnished pursuant to clauses (i) through (iii)
above, the amounts shall be expressed as a dollar amount per Single Certificate.
In connection with any proposed transfer of a Certificate that is purported
to be made in reliance on Rule 144A under the Securities Act, the Company shall
be responsible for furnishing such information as may be required thereunder to
a proposed transferee. In furtherance of the Company's obligations hereunder,
the Company hereby instructs the Trustee, at the Company's expense and on its
behalf, and the Trustee agrees, to promptly make available to the proposed
transferee, upon request of the holder, (i) all statements furnished to
Certificateholders pursuant to this Section 4.05(a) on previous Distribution
Dates, (ii) all certificates furnished to the Trustee pursuant to Section 4.06
in prior months, (iii) Officer's Certificates furnished to the Trustee pursuant
to Section 3.12 for the two years preceding such request, (iv) reports of
independent accountants furnished to the Trustee pursuant to Section 3.13 for
the two years preceding such request, (v) a copy of the Private Placement
Memorandum relating to such Certificate, together with any amendments or
supplements thereto issued by the Company (which copy shall be furnished to the
Trustee by the Company), and (vi) the Company's Current Report on Form 8-K,
dated the Closing Date, relating to the Mortgage Loans; provided, however, that
the Trustee shall in no event be required to make available such statements or
certificates pursuant to clauses (i) and (ii) above relating to Distribution
Dates occurring more than twenty-four months preceding the month in which such
request was received; provided, further, however, that notwithstanding the
Trustee's agreement as aforesaid to provide such materials to a proposed
transferee, the Trustee does not assume, and shall not thereby be deemed to have
assumed, any responsibility for compliance by the Company with Rule 144A
(subject to the Trustee's agreement set forth in the second sentence of this
paragraph) and shall be entitled to include a notice with such statements or
certificates to the effect that such materials have not been prepared or
assembled by the Trustee and that the Trustee assumes no responsibility for the
adequacy, sufficiency or contents thereof. In connection with any such proposed
transfer, the Company shall make available to the proposed holder, at the
request of the related transferor, such additional information, if any, as may
be required to be delivered pursuant to Rule 144A(d)(4).
Section 4.06. Servicer's Certificate. Each month, not later than the second
Business Day next preceding each Distribution Date, the Company shall deliver to
the Trustee a completed Servicer's Certificate.
Section 4.07. Reports of Foreclosures and Abandonments of Mortgaged
Property. The Trustee (or the Company on behalf of the Trustee) shall, in each
year beginning after 1999, make the reports of foreclosures and abandonments of
any Mortgaged Property as required by section 6050J of the Code. In order to
facilitate this reporting process, the Company, on or before January 15th of
each year, shall provide to the Trustee reports relating to each instance
occurring during the previous calendar year in which the Company (i) on behalf
of the Trustee acquires an interest in a Mortgaged Property through foreclosure
or other comparable conversion in full or partial satisfaction of a Mortgage
Loan, or (ii) knows or has reason to know that a Mortgaged Property has been
abandoned. Reports from the Company shall be in form and substance sufficient to
meet the reporting requirements imposed by section 6050J of the Code.
Section 4.08. Reduction of Base Servicing Fees by Compensating Interest
Payments. The aggregate amount of the Base Servicing Fees subject to retention
by the Company as servicer in respect of any Distribution Date shall be reduced
by the amount of any Compensating Interest Payment for such Distribution Date.
Section 4.09. Surety Bond. (a) If a Required Surety Payment is payable
pursuant to the Surety Bond with respect to any Pledged Asset Mortgage Loan, the
Company shall so notify the Trustee as soon as reasonably practicable and shall,
on behalf of the Trustee for the benefit of the Certificateholders, promptly
complete the notice in the form of Attachment 1 to the Surety Bond and shall
promptly submit such notice to the Surety as a claim for a Required Surety
Payment.
(b) Upon receipt of a Required Surety Payment from the Surety on behalf of
the Certificateholders, the Company shall promptly credit such amount to the
Mortgage Loan Payment Record.
Section 4.10. Distributions to Holders of Class A6, Class A12, Class A14
and Class A15 Certificates. (a) Except as provided in subsections (d) and (f)
below, on each Distribution Date on which distributions in reduction of the
Class Certificate Principal Balance of the Class A6, Class A12, Class A14 or
Class A15 Certificates are made, such distributions will be made in the
following order of priority:
(i) first, in respect of any Principal Distribution Request by the
personal representative of a Deceased Holder of the relevant Class of
Certificates, a surviving tenant by the entirety, a surviving joint tenant,
a surviving tenant in common or such other Person empowered to act on
behalf of such Deceased Holder upon his or her death, in an amount up to
but not exceeding $100,000 per request; and
(ii) second, in respect of any Principal Distribution Request by a
Living Holder of the relevant Class of Certificates, in an amount up to but
not exceeding $10,000 per request.
Thereafter, distributions in respect of the relevant Class will be made as
provided in clauses (i) and (ii) above up to a second $100,000 and $10,000 per
request, respectively. This sequence of priorities will be repeated until all
such requests have been honored to the extent of amounts available for
distribution in reduction of the Class Certificate Principal Balance of the
Class A6, Class A12, Class A14 or Class A15 Certificates, as the case may be.
Principal Distribution Requests presented on behalf of Deceased Holders in
accordance with the provisions of clause (i) above will be accepted in the order
of their receipt by the Depository. Principal Distribution Requests presented in
accordance with the provisions of clause (ii) above will be accepted in the
order of their receipt by the Depository after all requests presented in
accordance with clause (i) have been honored. All Principal Distribution
Requests with respect to any Distribution Date shall be made in accordance with
Section 4.10(c) below and must be received by the Depository no later than the
close of business on the related Record Date. Principal Distribution Requests
that are received by the Depository after the related Record Date and requests,
in either case, for distributions timely received but not accepted with respect
to any Distribution Date, will be treated as Principal Distribution Requests on
the next succeeding Distribution Date, and each succeeding Distribution Date
thereafter, until each such request is accepted or is withdrawn as provided in
Section 4.10(c). Requests on behalf of Deceased Holders that are not so
withdrawn shall retain their order of priority, all in accordance with the
procedures of the Depository and the Trustee. Upon the transfer of beneficial
ownership of any Class A6, Class A12, Class A14 or Class A15 Certificate, any
Principal Distribution Request previously submitted with respect to such
Certificate will be deemed to have been withdrawn only upon the receipt by the
Trustee of notification of such withdrawal using a form required by the
Depository.
Principal Distribution Requests will be applied, in the aggregate, to the
Class A6, Class A12, Class A14 or Class A15 Certificates, as the case may be, in
an amount equal to the portion of the Available Funds distributable to such
Class of Certificates pursuant to Section 4.01(a)(iii), plus any amounts
available for distribution from the related Rounding Account pursuant to Section
4.10(e), provided that the aggregate distribution in reduction of the Class
Certificate Principal Balance of the Class A6, Class A12, Class A14 or Class A15
Certificates on any Distribution Date shall be made in an integral multiple of
$1,000, subject to Section 4.10(f).
(b) A "Deceased Holder" is a beneficial owner of a Class A6, Class A12,
Class A14 or Class A15 Certificate who was living at the time such interest was
acquired and whose authorized personal representative, surviving tenant by the
entirety, surviving joint tenant or surviving tenant in common or other Person
empowered to act on behalf of such beneficial owner upon his or her death,
causes to be furnished to the Trustee a certified copy of the death certificate
of such Deceased Holder, evidence of such person's status as an authorized
representative of the Deceased Holder, such as surviving tenant (whether by the
entirety, joint tenancy or tenancy in common), which evidence shall be
satisfactory to the Trustee, and any additional evidence of death required by
and satisfactory to the Trustee and any tax waivers requested by the Trustee.
Class A6, Class A12, Class A14 or Class A15 Certificates beneficially owned by
tenants by the entirety, joint tenants or tenants in common will be considered
to be beneficially owned by a single owner. The death of a tenant by the
entirety, joint tenant or tenant in common will be deemed to be the death of the
beneficial owner, and any Class A6, Class A12, Class A14 or Class A15
Certificates so beneficially owned will be eligible for priority with respect to
distributions in reduction of the Class Certificate Principal Balance of such
Class of Certificates, subject to the limitations contained in this Section
4.10. Class A6, Class A12, Class A14 or Class A15 Certificates beneficially
owned by a trust will be considered to be beneficially owned by each beneficiary
of the trust to the extent of such beneficiary's beneficial interest therein,
but in no event will a trust's beneficiaries collectively be deemed to be
beneficial owners of a number of individual Class A6, Class A12, Class A14 or
Class A15 Certificates, as the case may be, greater than the number of
individual Class A6, Class A12, Class A14 or Class A15 Certificates of which
such trust is the beneficial owner. The death of a beneficiary of a trust will
be deemed to be the death of a beneficial owner of the Class A6, Class A12,
Class A14 or Class A15 Certificates beneficially owned by the trust to the
extent of such beneficiary's beneficial interest in such trust. The death of an
individual who was a tenant by the entirety, joint tenant or tenant in common in
a tenancy that is the beneficiary of a trust will be deemed to be the death of
the beneficiary of the trust. The death of a person who, immediately prior to
his or her death, was entitled to substantially all of the beneficial ownership
interest in a Class A6, Class A12, Class A14 or Class A15 Certificate will be
deemed to be the death of the beneficial owner of such Certificate regardless of
the registration of ownership of such Certificate, if such beneficial ownership
interest can be established to the satisfaction of the Trustee. The Trustee's
decision regarding whether a Deceased Holder's beneficial interest is
substantial for purposes of the preceding sentence shall be conclusive and
binding. Such beneficial interest will be deemed to exist in typical cases of
street name or nominee ownership, ownership by a trustee, ownership under the
Uniform Gifts to Minors Act and community property or other joint ownership
arrangements between a husband and wife. Beneficial interests shall include the
power to sell, transfer or otherwise dispose of a Class A6, Class A12, Class A14
or Class A15 Certificate, as the case may be, and the right to receive the
proceeds therefrom, as well as interest and distributions in reduction of the
Certificate Principal Balance of such Certificates payable with respect thereto.
The Trustee shall not be under any duty to determine independently the
occurrence of the death of any beneficial owner. The Trustee may rely entirely
upon documentation delivered to it in establishing the eligibility of any
beneficial owner to receive the priority accorded Deceased Holders in Section
4.10(a). Expenses incurred by the Trustee in an effort to determine the
beneficial ownership interest with respect to any Principal Distribution Request
presented on behalf of a Deceased Holder, including, without limitation,
attorneys fees, shall be paid by the Person presenting such Principal
Distribution Request.
(c) Requests for distributions in reduction of the Certificate Principal
Balance of a Class A6, Class A12, Class A14 or Class A15 Certificate must be
made by delivering a Principal Distribution Request therefor to the Depository
Participant or Financial Intermediary that maintains the account evidencing the
beneficial owner's interest in such Certificate. Such Depository Participant or
Financial Intermediary should in turn make the request of the Depository (or, in
the case of an Financial Intermediary, such Financial Intermediary should notify
the related Depository Participant of such request, which Depository Participant
should make the request of the Depository) on a form required by the Depository
and provided to the Depository Participant. In the case of a request on behalf
of a Deceased Holder, a certified copy of the death certificate and any
additional appropriate evidence of death and any tax waivers must be forwarded
to the Trustee under separate cover. Furthermore, such requests of Deceased
Holders that are incomplete may not be honored by the Trustee and, if not
honored, will lose their priority and must be resubmitted in proper form. Upon
receipt of such Principal Distribution Request, the Depository will date and
time stamp such request and forward such request to the Trustee. Such requests
will be honored on any Distribution Date only to the extent that they are
received by the Depository on or before the Record Date for such Distribution
Date. The Depository may establish such procedures as it deems fair and
equitable to establish the order of receipt of requests for such distributions
received by it on the same day. Principal Distribution Requests delivered to the
Depository after the Record Date for a particular Distribution Date and requests
received in a timely manner but not accepted with respect to a particular
Distribution Date will be treated as Principal Distribution Requests for the
next succeeding Distribution Date and each succeeding Distribution Date
thereafter until each request is accepted or is withdrawn as provided below. In
the case of Principal Distribution Requests on behalf of Living Holders, the
Depository will establish a new order of priority for each Distribution Date.
This order will apply both to previously unsatisfied Principal Distribution
Requests and to newly submitted requests. A Principal Distribution Request
submitted on behalf of a Living Holder who later dies will become entitled to
the priority of a newly submitted request on behalf of a Deceased Holder upon
satisfaction of the requirements set forth above for requests of a Deceased
Holder. Such priority will be effective for each subsequent Distribution Date if
the Trustee has received a certified copy of the death certificate for such
Deceased Holder and any additional appropriate evidence of death and any
requested tax waivers by the last business day of the preceding calendar month.
Each Principal Distribution Request submitted by a beneficial owner of a Class
A6, Class A12, Class A14 or Class A15 Certificate will be held by the Depository
until such request has been accepted or has been withdrawn in writing as
described herein. Neither the Trustee nor the Company shall be liable for any
delay in delivery of Principal Distribution Requests or Withdrawals (as defined
below) of such requests by the Depository, a Depository Participant or any
Financial Intermediary.
In the event that any Principal Distribution Requests are rejected by the
Trustee for failure to comply with the requirements of this Section 4.10, the
Trustee shall return such requests to the appropriate Depository Participant
with a copy to the Depository with an explanation as to the reason for such
rejection.
The Trustee shall maintain a list of those Depository Participants
representing the Certificate Owners of Class A6, Class A12, Class A14 or Class
A15 Certificates that have submitted Principal Distribution Requests, together
with the order of receipt and the amounts of such requests. The Trustee shall
notify the Depository and the appropriate Depository Participants as to which
requests should be honored on each Distribution Date. Requests shall be honored
by the Depository in accordance with the procedures, and subject to the
priorities and limitations, described in this Section 4.10. The exact procedures
to be followed by the Trustee and the Depository for purposes of determining
such priorities and limitations shall be those established from time to time by
the Trustee or the Depository, as the case may be. The decisions of the Trustee
and the Depository concerning such matters shall be final and binding on all
affected Persons.
Any beneficial owner of a Class A6, Class A12, Class A14 or Class A15
Certificate that has made a Principal Distribution Request may withdraw its
request by so notifying in writing the Depository Participant or Financial
Intermediary that maintains such beneficial owner's account (each such
withdrawal, a "Withdrawal"). The Depository Participant should forward the
Withdrawal to the Depository on a form required by the Depository. In the event
that such account is maintained by a Financial Intermediary, such Financial
Intermediary should notify the related Depository Participant which in turn
should forward the Withdrawal of such request, on a form required by the
Depository, to the Depository. If such Withdrawal has not been received by the
Depository and forwarded to the Trustee on or before the Record Date for the
next Distribution Date, the previously made Principal Distribution Request will
be irrevocable with respect to the making of distributions in reduction of the
Certificate Principal Balance of such Class A6, Class A12, Class A14 or Class
A15 Certificate on such Distribution Date.
(d) To the extent, if any, that amounts available for distribution in
reduction of the Class Certificate Principal Balance of the Class A6, Class A12,
Class A14 or Class A15 Certificates on a Distribution Date exceed the dollar
amount of Principal Distribution Requests that have been received in respect of
such Class by the related Record Date, as provided in Section 4.10(c) above,
distributions in reduction of the Class Certificate Principal Balance of such
Class of Certificates will be made by mandatory distributions on a Random Lot
basis, in integral multiples equal to $1,000, in reduction thereof without
regard to whether such Certificate Owners have submitted Principal Distribution
Requests. The Trustee shall notify the Depository of the aggregate amount of the
mandatory distribution in reduction of the Class Certificate Principal Balance
of the Class A6, Class A12, Class A14 or Class A15 Certificates to be made on
the next Distribution Date. The Depository shall then allocate such aggregate
amount among its Depository Participants on a Random Lot basis. Each Depository
Participant and, in turn, each Financial Intermediary, will then select, in
accordance with its own procedures, Class A6, Class A12, Class A14 or Class A15
Certificates, as the case may be, from among those held in its accounts to
receive mandatory distributions in reduction of the Class Certificate Principal
Balance of such Certificates, such that the total amount so selected is equal to
the aggregate amount of such mandatory distributions allocated to such
Depository Participant by the Depository and to such Financial Intermediary by
its related Depository Participant, as the case may be. Depository Participants
and Financial Intermediaries that hold Class A6, Class A12, Class A14 or Class
A15 Certificates selected for mandatory distributions in reduction of the Class
Certificate Principal Balance thereof should provide notice of such mandatory
distributions to the affected Certificate Owners.
(e) On the Closing Date, four Rounding Accounts shall be established with
the Trustee for the Class A6, Class A12, Class A14 and Class A15 Certificates,
respectively, and Merrill Lynch, Pierce, Fenner & Smith Incorporated shall cause
to be initially deposited the sum of $999.99 in each such Rounding Account. On
each Distribution Date on which a distribution is to be made in reduction of the
Class Certificate Principal Balance of the Class A6, Class A12, Class A14 or
Class A15 Certificates pursuant to Section 4.01(a), funds on deposit in the
related Rounding Account shall be, to the extent needed, withdrawn by the
Trustee and applied to round upward to an integral multiple of $1,000 the
aggregate distribution in reduction of the Class Certificate Principal Balance
to be made on such Class of Certificates. Rounding of such distribution on the
Class A6, Class A12, Class A14 or Class A15 Certificates shall be accomplished,
on the first such Distribution Date, by withdrawing from the related Rounding
Account the amount of funds, if any, needed to round the amount otherwise
available for such distribution in reduction of the Class Certificate Principal
Balance of the related Class of Certificates upward to the next integral
multiple of $1,000. On each succeeding Distribution Date on which distributions
in reduction of the Class Certificate Principal Balance of the Class A6, Class
A12, Class A14 or Class A15 Certificates are to be made pursuant to Section
4.01(a), the aggregate amount of such distributions allocable to such
Certificates shall be applied first to repay any funds withdrawn from the
related Rounding Account and not previously repaid, and then the remainder of
such allocable amount, if any, shall be similarly rounded upward to the next
integral multiple of $1,000 and applied as distributions in reduction of the
Class Certificate Principal Balance of the related Class of Certificates; this
process shall continue on succeeding principal Distribution Dates for the Class
A6, Class A12, Class A14 or Class A15 Certificates prior to the Cross-Over Date
until the Class Certificate Principal Balance of the related Class of
Certificates has been reduced to zero. Each Rounding Account shall be maintained
as a non-interest bearing account; the Rounding Accounts shall not be assets of
the Trust Fund, but shall be an asset in the REMIC.
(f) Notwithstanding any provisions herein to the contrary, on each
Distribution Date coinciding with or after the Cross-Over Date, all
distributions in reduction of the Class Certificate Principal Balance of any
Class A6, Class A12, Class A14 or Class A15 Certificates will be made among the
Holders and Certificate Owners of such Class of Certificates, pro rata, based on
their Certificate Principal Balances, and will not be made in integral multiples
of $1,000 or pursuant to requested distributions or mandatory distributions by
Random Lot.
(g) In the event that Definitive Certificates representing the Class A6,
Class A12, Class A14 or Class A15 Certificates are issued pursuant to Section
5.02(f), all requests for distributions or withdrawals of such requests relating
to such Class must be submitted to the Trustee, and the Trustee shall perform
the functions described in Section 4.10(a) through (d) using its own procedures,
which procedures shall, to the extent practicable, be consistent with the
procedures described in Section 4.10(a) through (d).
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates. (a) The Certificates shall be substantially
in the forms set forth in Exhibit A hereto, as applicable, and shall, on
original issue, be executed by the Trustee, not in its individual capacity but
solely as Trustee, and countersigned and delivered by the Trustee to or upon the
order of the Company as provided in Article II.
(b) The Certificates shall be issued in an aggregate Initial Certificate
Principal Balance of $704,839,385.99. 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:
Initial Class
Certificate Certificate
Principal Interest Minimum
Designation Balance Rate Denominations
----------- ------- ---- -------------
Class A1 $ 67,565,789.00 6.50% $ 25,000
Class A2 571,282,002.00 6.50 25,000
Class A3 1,400,000.00 6.50 1,000
Class A4 8,341,146.00 6.50 1,000
Class A5 7,568,854.00 6.50 1,000
Class A6 3,500,000.00 6.50 1,000
Class A7 2,100,000.00 (1) 1,000
Class A8 1,400,000.00 6.50 1,000
Class A9 1,400,000.00 6.50 1,000
Class A10 1,400,000.00 6.50 1,000
Class A11 1,400,000.00 6.50 1,000
Class A12 3,000,000.00 6.50 1,000
Class A13 3,300,000.00 (2) 1,000
Class A14 1,000,000.00 6.50 1,000
Class A15 1,000,000.00 6.50 1,000
Class PO 987,918.87 0.00 (3)
Class M 13,039,528.00 6.50 100,000
Class B1 5,638,715.00 6.50 100,000
Class B2 3,171,777.00 6.50 100,000
Class B3 3,171,777.00 6.50 250,000
Class B4 1,409,678.00 6.50 250,000
Class B5 1,762,101.12 6.50 250,000
Class R 100.00 6.50 100
-------------------
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(1) The Certificate Interest Rate for the Class A7 Certificates will be 8.00%
per annum on all Distribution Dates to and including the Distribution Date
in January 2000, 7.00% per annum on any Distribution Date from and
including February 2000 to and including the Distribution Date in January
2001, and 6.50% per annum on any Distribution Date on or after February
2001.
(2) The Certificate Interest Rate for the Class A13 Certificates will be 8.00%
per annum on all Distribution Dates to and including the Distribution Date
in January 2000, and 6.50% per annum on any Distribution Date on or after
February 2000.
(3) The Class PO Certificates will be issued as a single Certificate evidencing
the entire Class Certificate Principal Balance of such Class.
(c) The Certificates shall be issuable in registered form only. The
Book-Entry Certificates will be evidenced by one or more certificates,
beneficial ownership of which will be held in the minimum dollar denominations
in Certificate Principal Balance or Notional Principal Balance, as applicable,
specified in Section 5.01(b), and integral multiples of $1,000 in excess
thereof. The Non-Book-Entry Certificates other than the Residual Certificate
shall each be issued in the minimum dollar denominations in Certificate
Principal Balance or Notional Principal Balance, as applicable, specified in
Section 5.01(b), and integral multiples of $1,000 in excess thereof (and, if
necessary, in the amount of the remaining Class Certificate Principal Balance or
Notional Principal Balance, as applicable, of each Class, in the case of one
Certificate of such Class). The Residual Certificate shall be issued as a single
certificate evidencing the entire Class Certificate Principal Balance of such
Class and having a Percentage Interest of 100%. If necessary, one Certificate of
each Class of Book-Entry Certificates may evidence an additional amount equal to
the remainder of the Class Certificate Principal Balance (or Notional Principal
Balance) of such Class.
(d) The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized officer under its seal, which may be in
facsimile form and be imprinted or otherwise reproduced thereon. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such Certificate. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless such Certificate shall have been manually countersigned
by the Trustee substantially in the forms set forth in Exhibit A hereto, and
such countersignature upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates issued on the Closing Date shall be dated the
Closing Date; all Certificates issued thereafter shall be dated the date of
their countersignature.
(e) [Reserved]
Section 5.02. Registration of Transfer and Exchange of Certificates. (a)
The Trustee shall cause to be kept at an office or agency in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
New York a Certificate Register in which, subject to such reasonable regulations
as it may prescribe, the Trustee shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee shall initially serve as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided.
Subject to Sections 5.02(b) and 5.02(c), upon surrender for registration of
transfer of any Certificate at the Corporate Trust Office, the Trustee shall
execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same Class in authorized
denominations of a like Percentage Interest.
At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of authorized denominations of a like Class and Percentage
Interest, upon surrender of the Certificates to be exchanged at any such office
or agency. Whenever any Certificates are so surrendered for exchange the Trustee
shall execute, countersign and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for registration of transfer or exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder thereof or his
attorney duly authorized in writing.
No service charge shall be made for any registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
All Certificates surrendered for registration of transfer and exchange
shall be canceled and subsequently destroyed by the Trustee and a certificate of
destruction shall be delivered by the Trustee to the Company.
(b) No legal or beneficial interest in all or any portion of the Residual
Certificates may be transferred directly or indirectly to (i) Disqualified
Organization or an agent of a Disqualified Organization (including a broker,
nominee, or middleman), (ii) an entity that holds REMIC residual securities as
nominee to facilitate the clearance and settlement of such securities through
electronic book-entry changes in accounts of participating organizations (a
"Book-Entry Nominee"), or (iii) an individual, corporation, partnership or other
person unless such transferee (A) is not a Non-U.S. Person or (B) is a Non-U.S.
Person that holds a Residual Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor and
the Trustee with an effective Internal Revenue Service Form 4224 or (C) is a
Non-U.S. Person that has delivered to both the transferor and the Trustee an
opinion of a nationally recognized tax counsel to the effect that the transfer
of a Residual Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of a
Residual Certificate will not be disregarded for federal income tax purposes
(any such person who is not covered by clause (A), (B) or (C) above being
referred to herein as a "Non-permitted Foreign Holder"), and any such purported
transfer shall be void and have no effect. The Trustee shall not execute, and
shall not authenticate and deliver, a Residual Certificate in connection with
any transfer thereof unless the transferor shall have provided to the Trustee an
affidavit, substantially in the form attached as Exhibit F hereto, signed by the
transferee, to the effect that the transferee is not such a Disqualified
Organization, an agent (including a broker, nominee, or middleman) for any
entity as to which the transferee has not received a substantially similar
affidavit, a Book-Entry Nominee or a Non-permitted Foreign Holder, which
affidavit shall contain the consent of the transferee to any such amendments of
this Agreement as may be required to further effectuate the foregoing
restrictions on transfer of the Residual Certificates to Disqualified
Organizations, Book-Entry Nominees or Non-permitted Foreign Holders, and an
agreement by the Transferee that it will not transfer a Residual Certificate
without providing to the Trustee an affidavit substantially in the form attached
as Exhibit F hereto and a letter substantially in the form attached as Exhibit G
hereto. Such affidavit shall also contain the statement of the transferee that
(i) it does not have the intention to impede the assessment or collection of any
federal, state or local taxes legally required to be paid with respect to the
Residual Certificates and (ii) it understands that it may incur tax liabilities
in excess of cash flows generated by a Residual Certificate and that it intends
to pay taxes associated with holding a Residual Certificate as they become due.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Residual Certificates, shall be
accompanied by a written statement in the form attached as Exhibit G hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has (i) no actual knowledge that the transferee is a Disqualified
Organization, Book-Entry Nominee or Non-permitted Foreign Holder, (ii) no reason
to believe that the transferee has the intention to impede the assessment or
collection of any federal, state or local taxes legally required to be paid with
respect to a Residual Certificate, and (iii) conducted a reasonable
investigation and found that the transferee had historically paid its debts as
they came due and found no significant evidence to indicate that the transferee
will not continue to pay its debts as they become due. The Residual Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Company that any legal or beneficial interest in any
portion of the Residual Certificates has been transferred, directly or
indirectly, to a Disqualified Organization or agent thereof (including a broker,
nominee, or middleman) in contravention of the foregoing restrictions, (i) such
transferee shall be deemed to hold the Residual Certificate in constructive
trust for the last transferor who was not a Disqualified Organization or agent
thereof, and such transferor shall be restored as the owner of such Residual
Certificate as completely as if such transfer had never occurred, provided that
the Company may, but is not required to, recover any distributions made to such
transferee with respect to the Residual Certificate and return such recovery to
the transferor, and (ii) the Company agrees to furnish to the Internal Revenue
Service and to any transferor of the Residual Certificate or such agent (within
60 days of the request therefor by the transferor or agent) such information
necessary to the application of section 860E(e) of the Code as may be required
by the Code, including but not limited to the present value of the total
anticipated excess inclusions with respect to the Residual Certificate (or
portion thereof) for periods after such transfer. At the election of the
Company, the cost to the Company of computing and furnishing such information
may be charged to the transferor or such agent referred to above; however, the
Company shall in no event be excused from furnishing such information.
The restrictions on transfers of the Residual Certificates set forth in the
preceding three paragraphs shall cease to apply to transfers (and the applicable
portions of the legend to the Residual Certificates may be deleted) after
delivery to the Trustee of an Opinion of Counsel to the effect that the
elimination of such restrictions will not cause the REMIC established hereunder
to fail to qualify as a REMIC at any time that the Certificates are outstanding.
No transfer of a Restricted Certificate shall be made unless such transfer
is made pursuant to an effective registration statement under the Securities Act
of 1933, as amended (the "Act"), and any applicable state securities laws, in
each case as evidenced by an Officer's Certificate, or is exempt from the
registration requirements of the Act and any applicable state securities laws.
In the event of such registration, any restrictive legends set forth in the form
of the relevant Restricted Certificate in Exhibit A hereto with respect to the
Act and state securities law restrictions shall be removed by the Trustee upon
request of the Holder thereof and automatically upon exchange or registration of
transfer thereof. As a condition to any transfer that is to be made in reliance
upon an exemption from the Act and such laws of a (i) Class PO Certificate or
(ii) Restricted Junior Certificate to any person other than a QIB (as certified
by the proposed transferee in the form of assignment attached to the related
Certificate), either (x) the Trustee shall require the transferee to execute an
investment letter in the form substantially as set forth in Exhibit I hereto or
in such other form as may be acceptable to the Trustee, certifying as to the
facts surrounding such transfer, or (y) in lieu of such investment letter, the
Trustee may accept a written Opinion of Counsel (in form and substance
acceptable to the Trustee) that such proposed transfer may be made pursuant to
an exemption from the Act. As an additional condition to any transfer of a
Restricted Certificate, either (i) the transferor and the transferee shall
complete the form of assignment attached to the Certificate proposed to be
transferred, or (ii) the Trustee shall have received the above-referenced
Opinion of Counsel. The holder of any Restricted Certificate desiring to effect
the transfer thereof to a person other than a QIB shall, and hereby agrees to,
comply with any applicable conditions set forth in the preceding two sentences
and indemnify the Trustee and the Company against any liability that may result
if the transfer thereof is not so exempt or is not made in accordance with such
federal and state laws. Such agreement to so indemnify the Trustee and the
Company shall survive the termination of this Agreement. Notwithstanding the
foregoing, no Opinion of Counsel or investment letter shall be required upon the
original issuance of (i) the Restricted Junior Certificates to the Initial
Purchaser (as defined in the Private Placement Memorandum) or its nominee and
(ii) the Class PO Certificates to the Company or upon any subsequent transfer of
any Class PO Certificate by the Company, provided that if any Restricted Junior
Certificates are, at the request of the Initial Purchaser, registered in the
name of its nominee, the Initial Purchaser shall be deemed to acknowledge and
agree with the Company and the Trustee that no transfer of a beneficial interest
in such Certificates will be made without registering such Certificates in the
name of the transferee, which shall be a Person other than such nominee. Any
opinion or letter required pursuant to this paragraph shall not be at the
expense of the Trust Fund or the Trustee.
(c) (i) No transfer of an ERISA-Restricted Certificate in the form of a
Definitive Certificate shall be made to any Person unless the Trustee has
received (A) a certificate (substantially in the form of Exhibit E or such other
form as is acceptable to the Company and the Trustee) from such transferee to
the effect that such transferee (i) is not a Plan or a Person that is using the
assets of a Plan to acquire such ERISA-Restricted Certificate or (ii) is an
insurance company investing assets of its general account and the exemptions
provided by Section III(a) of Department of Labor Prohibited Transaction Class
Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemptions") apply to
the transferee's acquisition and holding of any ERISA-Restricted Certificate or
(B) an opinion of counsel satisfactory to the Trustee and the Company to the
effect that the purchase and holding of such a Certificate will not constitute
or result in the assets of the Trust Fund being deemed to be "plan assets"
subject to the prohibited transactions provisions of ERISA or Section 4975 of
the Code and will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however, that the
Trustee will not require such certificate or opinion in the event that, as a
result of a change of law or otherwise, counsel satisfactory to the Trustee has
rendered an opinion to the effect that the purchase and holding of an
ERISA-Restricted Certificate by a Plan or a Person that is purchasing or holding
such a Certificate with the assets of a Plan will not constitute or result in a
prohibited transaction under ERISA or Section 4975 of the Code. The preparation
and delivery of the certificate and opinions referred to above shall not be an
expense of the Trust Fund, the Trustee or the Company. Notwithstanding the
foregoing, no opinion or certificate shall be required for the initial issuance
of the ERISA-Restricted Certificates.
(ii) No transfer of a Residual Certificate shall be made to any Person
unless the Trustee has received a certification (substantially in the form
of paragraph 4 of Exhibit F) from such transferee to the effect that, among
other things, such transferee is not a Plan or a Person that is using the
assets of a Plan to acquire any such Certificate. The preparation and
delivery of such certificate shall not be an expense of the Trust Fund, the
Trustee or the Company.
(d) Subject to Section 8.01(i) hereof, the Trustee may conclusively rely
upon any certificate, affidavit or opinion delivered pursuant to Section 5.02(b)
or (c). Any certificate or affidavit required to be delivered by a transferee
under this Section 5.02 may be executed and delivered in the name of such
transferee by its attorney-in-fact duly authorized in writing in form and
substance satisfactory to the Trustee.
(e) Except as to any additional Certificate of any Class of Book-Entry
Certificates held in physical certificated form pursuant to Section 5.02(g) or
any Restricted Junior Certificate of any Class of Book-Entry Certificates that
is transferred to an entity other than a QIB, the Book-Entry Certificates shall,
subject to Section 5.02(f), at all times remain registered in the name of the
Depository or its nominee and at all times: (i) registration thereof may not be
transferred by the Trustee except to another Depository; (ii) the Depository
shall maintain book-entry records with respect to the Certificate Owners and
with respect to ownership and transfers of such Certificates; (iii) ownership
and transfers of registration of the Certificates issued in book-entry form on
the books of the Depository shall be governed by applicable rules established by
the Depository and the rights of Certificate Owners with respect to Book-Entry
Certificates shall be governed by applicable law and agreements between such
Certificate Owners and the Depository, Depository Participants, and indirect
participating firms; (iv) the Depository may collect its usual and customary
fees, charges and expenses from its Depository Participants; (v) the Trustee
shall deal with the Depository, Depository Participants and indirect
participating firms as authorized representatives of the Certificate Owners of
the Certificates issued in book-entry form for all purposes including the making
of payments due on the Book-Entry Certificates and exercising the rights of
Holders under this Agreement, and requests and directions for and votes of such
representatives shall not be deemed to be inconsistent if they are made with
respect to different Certificate Owners; (vi) the Trustee may rely and shall be
fully protected in relying upon information furnished by the Depository with
respect to its Depository Participants and furnished by the Depository
Participants with respect to indirect participating firms and persons shown on
the books of such indirect participating firms as direct or indirect Certificate
Owners; (vii) Certificate Owners shall not be entitled to certificates for the
Book-Entry Certificates and (viii) the Trustee may establish a reasonable record
date in connection with solicitations of consents from or voting by
Certificateholders and give notice to the Depository of such record date.
All transfers by Certificate Owners of Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owner. Each Depository
Participant shall only transfer Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures. Except as provided herein, the Trustee shall
have no duty to monitor or restrict the transfer of Certificates or interests
therein, and shall have no liability for any transfer, including any transfer
made through the book-entry facilities of the Depository or between or among
Depository Participants or Certificate Owners, made in violation of applicable
restrictions set forth herein, except in the event of the failure of the Trustee
to perform its duties and fulfill its obligations under this Agreement.
(f) If (x)(i) the Company or the Depository advises the Trustee in writing
that the Depository is no longer willing, qualified or able to properly
discharge its responsibilities as Depository, and (ii) the Trustee or the
Company is unable to locate a qualified successor, (y) the Company at its option
advises the Trustee in writing that it elects to terminate the book-entry system
through the Depository or (z) after the occurrence of an Event of Default,
Certificate Owners representing not less than 51% of the aggregate Voting Rights
allocated to the Book-Entry Certificates together advise the Trustee and the
Depository through the Depository Participants in writing that the continuation
of a book-entry system through the Depository is no longer in the best interests
of the Certificate Owners, the Trustee shall notify all Certificate Owners,
through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Trustee of such Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall issue the Definitive Certificates. Neither the Company nor the
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Depository shall be deemed to
be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder.
(g) On or prior to the Closing Date, there shall be delivered to the
Depository (or to State Street Bank and Trust Company acting as custodian for
the Depository pursuant to the Depository's procedures) one certificate for each
Class of Book-Entry Certificates registered in the name of the Depository's
nominee, Cede & Co. The face amount of each such Certificate shall represent
100% of the initial Class Certificate Principal Balance thereof, except for such
amount that does not constitute an acceptable denomination to the Depository. An
additional Certificate of each Class of Book-Entry Certificates may be issued
evidencing such remainder and, if so issued, will be held in physical
certificated form by the Holders thereof. Each Certificate issued in book-entry
form shall bear the following legend:
"Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein."
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any
mutilated Certificate is surrendered to the Certificate Registrar, or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (b) there is delivered to the Company, the
Certificate Registrar and the Trustee such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Certificate Registrar or the Trustee that such Certificate has been
acquired by a bona fide purchaser, the Trustee shall execute, countersign and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor, Class and Percentage
Interest. In connection with the issuance of any new Certificate under this
Section 5.03, the Trustee may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any duplicate Certificate issued
pursuant to this Section 5.03 shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Company, the Trustee, the
Certificate Registrar and any agent of the Company, the Trustee or the
Certificate Registrar may treat the person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and for all other purposes whatsoever,
and neither the Company, the Trustee, the Certificate Registrar nor any agent of
the Company, the Trustee or the Certificate Registrar shall be affected by any
notice to the contrary.
Section 5.05. Access to List of Certificateholders' Names and Addresses.
The Certificate Registrar will furnish or cause to be furnished to the Company,
within 15 days after receipt by the Certificate Registrar of request therefor
from the Company in writing, a list, in such form as the Company may reasonably
require, of the names and addresses of the Certificateholders as of the most
recent Record Date for payment of distributions to Certificateholders. If three
or more Certificateholders (hereinafter referred to as "applicants") apply in
writing to the Trustee, and such application states that the applicants desire
to communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates and is accompanied by a copy of the
communication which such applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such application, afford such
applicants access during normal business hours to the most recent list of
Certificateholders held by the Trustee. If such list is as of a date more than
90 days prior to the date of receipt of such applicants' request, the Trustee
shall promptly request from the Certificate Registrar a current list as provided
above, and shall afford such applicants access to such list promptly upon
receipt. Every Certificateholder, by receiving and holding a Certificate, agrees
with the Certificate Registrar and the Trustee that neither the Certificate
Registrar nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.
Section 5.06. Representation of Certain Certificateholders. The fiduciary
of any Plan which becomes a Holder of a Certificate, by virtue of its acceptance
of such Certificate, will be deemed to have represented and warranted to the
Trustee and the Company that such Plan is an "accredited investor" as defined in
Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange
Commission under the Securities Act of 1933.
Section 5.07. Determination of COFI. (a) If the outstanding Certificates
include any COFI Certificates, then on each COFI Determination Date the Trustee
shall determine the value of COFI on the basis of the most recently available
Information Bulletin referred to in the definition of "COFI". The establishment
of COFI by the Trustee and the Trustee's subsequent calculation of the rates of
interest applicable to the COFI Certificates for each Interest Accrual Period
shall (in the absence of manifest error) be final and binding. During each
Interest Accrual Period, the Certificate Interest Rate for the COFI Certificates
for the current and immediately preceding Interest Accrual Period shall be made
available by the Trustee to Certificate Owners and Certificateholders at the
following telephone number: (617) 664-5500.
(b) The failure by the Federal Home Loan Bank of San Francisco to publish
COFI for a period of 65 calendar days will constitute an "Alternative Rate
Event" for purposes hereof. Upon the occurrence of an Alternative Rate Event,
the Company will calculate the Certificate Interest Rates for the COFI
Certificates for the subsequent Interest Accrual Periods by using, in place of
COFI, (i) the replacement index, if any, published or designated by the Federal
Home Loan Bank of San Francisco or (ii) if no replacement index is so published
or designated, an alternative index to be selected by the Company that has
performed, or that the Company expects to perform, in a manner substantially
similar to COFI. At the time an alternative index is first selected by the
Company, the Company shall determine the average number of basis points, if any,
by which the alternative index differed from COFI for such period as the
Company, in its sole discretion, reasonably determines to reflect fairly the
long-term difference between COFI and the alternative index, and shall adjust
the alternative index by such average. The Company shall select a particular
index as an alternative only if it receives an Opinion of Counsel to the effect
that the selection of such index will not cause any REMIC established hereunder
to fail to qualify as a REMIC for federal income tax purposes. In the absence of
manifest error, the selection of any alternative index as provided by this
Section 5.07(b) shall be final and binding for each subsequent Interest Accrual
Period. Upon the occurrence of an Alternative Rate Event, the Trustee shall have
no responsibility for the determination of any alternative index or the
calculation of the Certificate Interest Rates for the COFI Certificates.
(c) If at any time after the occurrence of an Alternative Rate Event the
Federal Home Loan Bank of San Francisco resumes publication of COFI, the
Certificate Interest Rates for the COFI Certificates for each Interest Accrual
Period commencing thereafter will be calculated by reference to COFI.
Section 5.08. Determination of LIBOR. (a) If the outstanding Certificates
include any LIBOR Certificates, then on each LIBOR Determination Date the
Trustee shall determine LIBOR for the related Interest Accrual Period as such
rate equal to the Interest Settlement Rate. If such rate does not appear on the
Designated Telerate Page as of 11:00 a.m., London time, on the applicable LIBOR
Determination Date:
(i) The Trustee will request the principal London office of each
Reference Bank (as defined in Section 5.08(e)) to provide such bank's
offered quotation (expressed as a percentage per annum) to prime banks in
the London interbank market for one-month U.S. Dollar deposits as of 11:00
a.m., London time, on the applicable LIBOR Determination Date.
(ii) If on any LIBOR Determination Date, two or more of the Reference
Banks provide such offered quotations, LIBOR for the next Interest Accrual
Period will be the arithmetic mean of such offered quotations (rounding
such arithmetic mean upwards, if necessary, to the nearest whole multiple
of 1/16%). If on any LIBOR Determination Date only one or none of the
Reference Banks provide such offered quotations, LIBOR for the next
Interest Accrual Period will be the rate per annum the Trustee determines
to be the arithmetic mean (rounding such arithmetic mean upwards, if
necessary, to the nearest whole multiple of 1/16%) of the one-month
Eurodollar lending rate that three major banks in New York City selected by
the Trustee are quoting as of approximately 11:00 a.m., New York City time,
on the first day of the applicable Interest Accrual Period.
(iii) If on any LIBOR Determination Date the Trustee is required but
unable to determine LIBOR in the manner provided in subparagraph (ii) of
this Section 5.08(a), LIBOR for the next Interest Accrual Period will be
LIBOR as determined on the previous LIBOR Determination Date, or, in the
case of the first LIBOR Determination Date, the Initial LIBOR Rate.
(b) The establishment of LIBOR by the Trustee and the Trustee's subsequent
calculation of the Certificate Interest Rates applicable to the LIBOR
Certificates for the relevant Interest Accrual Period, in the absence of
manifest error, will be final and binding.
(c) Within five Business Days of the Trustee's calculation of the
Certificate Interest Rates of the LIBOR Certificates, the Trustee shall furnish
to the Company by telecopy (or by such other means as the Trustee and the
Company may agree from time to time) such Certificate Interest Rates.
(d) The Trustee shall provide to Certificateholders who inquire of it by
telephone the Certificate Interest Rates of the LIBOR Certificates for the
current and immediately preceding Interest Accrual Period.
(e) As used herein, "Reference Banks" shall mean no more than four leading
banks engaged in transactions in Eurodollar deposits in the international
Eurocurrency market (i) with an established place of business in London,
England, (ii) whose quotations appear on the display designated "LIBO" on the
Reuters Monitor Money Rates Service (the "Reuters Screen LIBO Page") on the
applicable LIBOR Determination Date and (iii) which have been designated as such
by the Trustee and are able and willing to provide such quotations to the
Trustee on each LIBOR Determination Date. The Reference Banks initially shall
be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company
and Bankers Trust Company. If any of the initial Reference Banks should be
removed from the Reuters Screen LIBO Page or in any other way fail to meet the
qualifications of a Reference Bank, or if such page is no longer published, the
Trustee, after consultation with the Company, shall use its best efforts to
designate alternate Reference Banks.
ARTICLE VI
THE COMPANY
Section 6.01. Liability of the Company. The Company shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
upon and undertaken by the Company herein.
Section 6.02. Merger or Consolidation of, or Assumption of the Obligations
of, the Company. Any corporation into which the Company may be merged or
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Company shall be a party, or any corporation
succeeding to the business of the Company, or any corporation, more than 50% of
the voting stock of which is, directly or indirectly, owned by General Electric
Company, or any limited partnership, the sole general partner of which is either
the Company or a corporation, more than 50% of the voting stock of which is
owned, directly or indirectly, by General Electric Company, which executes an
agreement of assumption to perform every obligation of the Company hereunder,
shall be the successor of the Company hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section 6.03. Assignment. The Company may assign its rights and delegate
its duties and obligations as servicer under this Agreement; provided, that (i)
the purchaser or transferee accepting such assignment or delegation is qualified
to service mortgage loans for FNMA or FHLMC, is reasonably satisfactory to the
Trustee and executes and delivers to the Trustee an agreement, in form and
substance reasonably satisfactory to the Trustee, which contains an assumption
by such purchaser or transferee of the due and punctual performance and
observance of each covenant and condition to be performed or observed by the
Company as servicer hereunder from and after the date of such agreement and (ii)
each Rating Agency's rating of any Classes of Certificates in effect immediately
prior to such assignment or delegation would not be qualified, downgraded or
withdrawn as a result thereof. In the case of any such assignment or delegation,
the Company will be released from its obligations as servicer hereunder except
for liabilities and obligations as servicer incurred prior to such assignment or
delegation.
Section 6.04. Limitation on Liability of the Company and Others. Neither
the Company nor any of the directors or officers or employees or agents of the
Company shall be under any liability to the Trust Fund or the Certificateholders
for any action taken or for refraining from the taking of any action by the
Company pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Company or any such person
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties of the
Company or by reason of reckless disregard of obligations and duties of the
Company hereunder. The Company and any director or officer or employee or agent
of the Company may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Company and any director or officer or employee or agent of the
Company shall be indemnified by the Trust Fund and held harmless against any
loss, liability or expense incurred in connection with any legal action relating
to this Agreement or the Certificates, other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) and any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. The Company shall be under no obligation to appear in, prosecute or
defend any legal action which is not incidental to its duties to service the
Mortgage Loans in accordance with this Agreement and which in its opinion may
involve it in any expense or liability; provided, however, that the Company may
in its sole discretion undertake any such action which it may deem necessary or
desirable in respect of this Agreement, and the rights and duties of the parties
hereto and the interests of the Certificateholders hereunder. In such event, the
legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust Fund and the Company shall
be entitled to be reimbursed therefor from amounts credited to the Mortgage Loan
Payment Record as provided by Section 3.04.
Section 6.05. The Company Not to Resign. Subject to the provisions of
Sections 6.02 and 6.03, the Company shall not resign from the obligations and
duties hereby imposed on it except upon determination that the performance of
its duties hereunder is no longer permissible under applicable law. Any such
determination permitting the resignation of the Company shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
shall become effective until the Trustee or a successor servicer shall have
assumed the responsibilities and obligations of the Company in accordance with
Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default. If any one of the following events
("Events of Default") shall occur and be continuing:
(i) Any failure by the Company to make any payment to the Trustee of
funds pursuant to Section 3.02(d) out of which distributions to
Certificateholders of any Class are required to be made under the terms of
the Certificates and this Agreement which failure continues unremedied for
a period of three Business Days after the date upon which written notice of
such failure shall have been given to the Company by the Trustee or to the
Company and the Trustee by Holders of Certificates of each Class affected
thereby evidencing, as to each such Class, Percentage Interests aggregating
not less than 25%; or
(ii) Failure on the part of the Company duly to observe or perform in
any material respect any other covenants or agreements of the Company set
forth in the Certificates or in this Agreement, which covenants and
agreements (A) materially affect the rights of Certificateholders and (B)
continue unremedied for a period of 60 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been
given to the Company by the Trustee, or to the Company and the Trustee by
the Holders of Certificates of each Class affected thereby evidencing, as
to each such Class, Percentage Interests aggregating not less than 25%; or
(iii) The entry of a decree or order by a court or agency or
supervisory authority having jurisdiction in the premises for the
appointment of a conservator, receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Company, or for the winding up or
liquidation of the Company's affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days;
or
(iv) The consent by the Company to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshalling
of assets and liabilities or similar proceedings of or relating to the
Company or of or relating to substantially all of its property; or the
Company shall admit in writing its inability to pay its debts generally as
they become due, file a petition to take advantage of any applicable
insolvency or reorganization statute, make an assignment for the benefit of
its creditors, or voluntarily suspend payment of its obligations;
then, and in each and every such case, so long as an Event of Default shall not
have been remedied by the Company, either the Trustee, or the Holders of
Certificates of each Class affected thereby evidencing, as to each such Class,
Percentage Interests aggregating not less than 51%, by notice then given in
writing to the Company (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Company as servicer under
this Agreement. On or after the receipt by the Company of such written notice,
all authority and power of the Company under this Agreement, whether with
respect to the Certificates or the Mortgage Loans or otherwise, shall pass to
and be vested in the Trustee pursuant to and under this Section 7.01; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Company, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of the Mortgage
Loans and related documents, or otherwise, including, without limitation, the
recordation of the assignments of the Mortgage Loans to it. The Company agrees
to cooperate with the Trustee in effecting the termination of the
responsibilities and rights of the Company hereunder, including, without
limitation, the transfer to the Trustee for the administration by it of all cash
amounts that shall at the time be held by the Company and that have been or
should have been credited by it to the Mortgage Loan Payment Record, or that
have been deposited by the Company in the Certificate Account or are thereafter
received by the Company with respect to the Mortgage Loans. In addition to any
other amounts which are then, or, notwithstanding the termination of its
activities as servicer, may become, payable to the Company under this Agreement,
the Company shall be entitled to receive out of any delinquent payment on
account of interest on a Mortgage Loan, due during the period prior to the
notice pursuant to this Section 7.01 which terminates the obligation and rights
of the Company hereunder and received after such notice, that portion of such
payment which it would have been entitled to retain pursuant to Section 3.04(vi)
if such notice had not been given.
Section 7.02. Trustee to Act; Appointment of Successor. (a) On and after
the time the Company receives a notice of termination pursuant to Section 7.01,
the Trustee shall be the successor in all respects to the Company in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall succeed to all the rights of and be subject to all
the responsibilities, duties and liabilities relating thereto placed on the
Company in its capacity as servicer by the terms and provisions hereof;
provided, however, that the responsibilities and duties of the Company pursuant
to Sections 2.02 and 2.03(a) and, if the Trustee is prohibited by law or
regulation from making Monthly Advances, the responsibility to make Monthly
Advances pursuant to Section 4.04, shall not be the responsibilities, duties or
obligations of the Trustee; and provided further, that any failure of the
Trustee to perform such duties and responsibilities that is caused by the
Company's failure to cooperate with the Trustee as required by Section 7.01
shall not be considered a default by the Trustee hereunder. As compensation
therefor, the Trustee shall, except as provided in Section 7.01, be entitled to
such compensation as the Company would have been entitled to hereunder if no
such notice of termination had been given. Notwithstanding the above, the
Trustee may, if it shall be unwilling so to act, or shall, if it is legally
unable so to act, appoint, or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution approved to
service mortgage loans for either FNMA or FHLMC, having a net worth of not less
than $10,000,000, as the successor to the Company hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Company
hereunder. Pending appointment of a successor to the Company pursuant to this
Article VII, unless the Trustee is prohibited by law from so acting, the Trustee
shall act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the Company hereunder. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.
(b) Any successor, including the Trustee, to the Company as servicer
pursuant to this Article VII shall during the term of its service as servicer
maintain in force (i) a policy or policies of insurance covering errors and
omissions in the performance of its obligations as servicer hereunder, and (ii)
a fidelity bond in respect of its officers, employees and agents to the same
extent as the Company is so required pursuant to Section 3.15.
Section 7.03. Notification to Certificateholders. Upon any termination or
appointment of a successor to the Company pursuant to this Article VII, the
Trustee shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register.
ARTICLE VIII
THE TRUSTEE
Section 8.01. Duties of Trustee. The Trustee, prior to the occurrence of an
Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. If an Event of Default has occurred
(which has not been cured), the Trustee shall exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of care and skill
in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.
No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith on
the part of the Trustee, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee and conforming
to the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer of the Trustee, unless
it shall be proved that the Trustee was negligent in performing its duties
in accordance with the terms of this Agreement;
(iii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of the Holders of Certificates of each Class
affected thereby evidencing, as to each such Class, Percentage Interests
aggregating not less than 25%, relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement; and
(iv) The Trustee shall not be charged with knowledge of (A) any
failure by the Company to comply with the obligations of the Company
referred to in clauses (i) and (ii) of Section 7.01, (B) the rating
downgrade referred to in the definition of "Trigger Event" or (C) any
failure by the Company to comply with the obligations of the Company to
record the assignments of Mortgages referred to in Section 2.01 unless a
Responsible Officer of the Trustee at the Corporate Trust Office obtains
actual knowledge of such failures, occurrence or downgrade or the Trustee
receives written notice of such failures, occurrence or downgrade from the
Company or the Holders of Certificates of each Class affected thereby
evidencing, as to each such Class, Percentage Interests aggregating not
less than 25%.
Subject to any obligation of the Trustee to make Monthly Advances as
provided herein, the Trustee shall not be required to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require
the Trustee to perform, or be responsible for the manner of performance of, any
of the obligations of the Company under this Agreement, except during such time,
if any, as the Trustee shall be the successor to, and be vested with the rights,
duties, powers and privileges of, the Company in accordance with the terms of
this Agreement.
Section 8.02. Certain Matters Affecting the Trustee. Except as otherwise
provided in Section 8.01:
(i) The Trustee may conclusively rely and shall be protected in acting
or refraining from acting upon any resolution, Officer's Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Agreement, or to institute, conduct
or defend any litigation hereunder or in relation hereto, at the request,
order or direction of any of the Certificateholders, pursuant to the
provisions of this Agreement, unless such Certificateholders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby; nothing
contained herein shall, however, relieve the Trustee of the obligations,
upon the occurrence of an Event of Default (which has not been cured), to
exercise such of the rights and powers vested in it by this Agreement, and
to use the same degree of care and skill in their exercise as a prudent
person would exercise or use under the circumstances in the conduct of his
or her own affairs;
(iv) The Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this
Agreement;
(v) Prior to the occurrence of an Event of Default and after the
curing of all Events of Default which may have occurred, the Trustee shall
not be bound to make any investigation into the facts or matters stated in
any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or
documents, unless requested in writing so to do by Holders of Certificates
of each Class affected thereby evidencing, as to each such Class,
Percentage Interests aggregating not less than 25%; provided, however, that
if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such cost, expense or
liability as a condition to such proceeding. The reasonable expense of
every such investigation shall be paid by the Company or, if paid by the
Trustee, shall be reimbursed by the Company upon demand. Nothing in this
clause (v) shall derogate from the obligation of the Company to observe any
applicable law prohibiting disclosure of information regarding the
Mortgagors; and
(vi) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys or a custodian.
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans. The
recitals contained herein and in the Certificates (other than the signature and
countersignature of the Trustee on the Certificates) shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as to the validity
or sufficiency of this Agreement or of the Certificates (other than the
signature and countersignature of the Trustee on the Certificates) or of any
Mortgage Loan or related document. The Trustee shall not be accountable for the
use or application by the Company of any of the Certificates or of the proceeds
of such Certificates, or for the use or application of any funds paid to the
Company in respect of the Mortgage Loans or deposited in or withdrawn from the
Certificate Account by the Company.
Section 8.04. Trustee May Own Certificates. The Trustee in its individual
or any other capacity may become the owner or pledgee of Certificates with the
same rights as it would have if it were not Trustee.
Section 8.05. The Company to Pay Trustee's Fees and Expenses. The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by it in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties hereunder of
the Trustee, and the Company will pay or reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances (including any Monthly
Advances of the Trustee not previously reimbursed thereto pursuant to Section
3.04) incurred or made by the Trustee in accordance with any of the provisions
of this Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith or which is the responsibility of Certificateholders
hereunder. In addition, the Company covenants and agrees to indemnify the
Trustee from, and hold it harmless against, any and all losses, liabilities,
damages, claims or expenses other than those resulting from the negligence or
bad faith of the Trustee. From time to time, the Trustee may request that the
Company debit the Mortgage Loan Payment Record pursuant to Section 3.04 to
reimburse the Trustee for any Monthly Advances and Nonrecoverable Advances.
Section 8.06. Eligibility Requirements for Trustee. The Trustee hereunder
shall at all times be a corporation having its principal office either in the
State of New York or in the same state as that in which the initial Trustee
under this Agreement has its principal office and organized and doing business
under the laws of such State or the United States of America, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 8.06,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. The Trustee shall not be an affiliate of the Company. In case at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07.
Section 8.07. Resignation or Removal of Trustee. The Trustee may at any
time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Company. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor Trustee. If no successor Trustee shall
have been so appointed and having accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.
If the conditions in any of the following clauses (i), (ii) or (iii) shall
occur at any time, the Company may remove the Trustee: (i) the Trustee shall
cease to be eligible in accordance with the provisions of Section 8.06 and shall
fail to resign after written request therefor by the Company; (ii) the Trustee
shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or
a receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation; or (iii)
the replacement of the Trustee with a successor Trustee will enable the Company
to avoid (and should, based on the information included in the notice referred
to below, result in the avoidance of) a downgrading of the ratings assigned to
the Certificates by the Rating Agencies (whether or not other actions could
avoid such downgrading) and no Event of Default, as provided by Section 7.01
hereof, shall have occurred or be continuing; provided, however, that no action
shall be taken pursuant to this clause (iii) unless reasonable notice shall have
been provided to the Trustee, which notice shall set forth the basis for any
rating downgrade as contemplated by the Rating Agencies and shall also indicate
the manner in which such proposed action is intended to avoid such downgrade. If
it removes the Trustee under the authority of the immediately preceding
sentence, the Company shall promptly appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee.
Any resignation or removal of the Trustee and appointment of a successor
Trustee pursuant to any of the provisions of this Section 8.07 shall not become
effective until acceptance of appointment by the successor Trustee as provided
in Section 8.08.
Section 8.08. Successor Trustee. Any successor Trustee appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Company
and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee. The predecessor Trustee shall deliver to the successor Trustee
all Mortgage Files and related documents and statements held by it hereunder;
and the Company and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully and
certainly vesting and confirming in the successor Trustee all such rights,
powers, duties and obligations.
No successor Trustee shall accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor Trustee shall be
eligible under the provisions of Section 8.06.
Upon acceptance of appointment by a successor Trustee as provided in this
Section 8.08, the Company shall mail notice of the succession of such Trustee
hereunder to all holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor Trustee, the successor Trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee. Any corporation into
which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 8.06, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing any Mortgage Note may at the time be
located, the Company and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, of all or any part of the Trust Fund, or separate trustee or separate
trustees of any part of the Trust Fund, and to vest in such Person or Persons,
in such capacity and for the benefit of the Certificateholders, such title to
the Trust Fund, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Company and the Trustee may consider necessary or desirable. If the Company
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 8.08.
Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(i) All rights, powers, duties and obligations conferred or imposed
upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly
(it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Company hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights,
powers, duties and obligations (including the holding of title to the Trust
Fund or any portion thereof in any such jurisdiction) shall be exercised
and performed singly by such separate trustee or co-trustee, but solely at
the direction of the Trustee;
(ii) No trustee hereunder shall be held personally liable by reason of
any act or omission of any other trustee hereunder; and
(iii) The Company and the Trustee acting jointly may at any time
accept the resignation of or remove any separate trustee or co-trustee.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Company.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Compliance with REMIC Provisions; Tax Returns. The Trustee
shall at all times act in such a manner in the performance of its duties
hereunder as shall be necessary to prevent the Trust Fund from failing to
qualify as a REMIC and to prevent the imposition of a tax on the Trust Fund or
the REMIC established hereunder. The Trustee, upon request, will furnish the
Company with all such information within its possession as may be reasonably
required in connection with the preparation of all tax returns of the Trust Fund
and any Reserve Fund, and shall, upon request, execute such returns.
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Repurchase by the Company or Liquidation of
All Mortgage Loans. Subject to Section 9.02, the respective obligations and
responsibilities of the Company and the Trustee created hereby (other than the
obligation of the Trustee to make certain payments to Certificateholders after
the final Distribution Date and the obligation of the Trustee to send certain
notices as hereinafter set forth) shall terminate upon the last action required
to be taken by the Trustee on the final Distribution Date pursuant to this
Article IX following the earlier of (a) the repurchase by the Company of all
Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price
equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage
Loan (other than any REO Mortgage Loans described in the following clause) as of
the first day of the month in which such purchase price is to be distributed to
Certificateholders plus accrued and unpaid interest thereon at the applicable
Remittance Rate (less any amounts constituting previously unreimbursed Monthly
Advances) to the first day of the month in which such purchase price is to be
distributed to Certificateholders and (y) the appraised value of any REO
Mortgage Loan (less the good faith estimate of the Company of Liquidation
Expenses to be incurred in connection with its disposal thereof), such appraisal
to be conducted by an appraiser mutually agreed upon by the Company and the
Trustee, and (b) the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure or by
deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no
event shall the Trust Fund created hereby continue beyond the expiration of 21
years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States of America to the Court of St.
James's, living on the date of this Agreement. The right of the Company to
repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned
upon the aggregate of the Scheduled Principal Balance of the Outstanding
Mortgage Loans, at the time of any such repurchase, aggregating less than 10
percent of the aggregate of the Scheduled Principal Balance of the Mortgage
Loans as of the Cut-off Date.
Notice of any termination, specifying the Distribution Date upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Trustee by letter to Certificateholders mailed not earlier than the 15th day and
not later than the 25th day of the month next preceding the month of such final
distribution specifying (A) the Distribution Date upon which final payment of
the Certificates will be made upon presentation and surrender of the
Certificates at the office of the Trustee therein designated, (B) the amount of
any such final payment and (C) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon presentation
and surrender of the Certificates at the office of the Trustee therein
specified. The Trustee shall give such notice to the Certificate Registrar at
the time such notice is given to Certificateholders. In the event such notice is
given in connection with the exercise by the Company of its right of repurchase,
the Company shall deposit in the Certificate Account not later than 11:00 a.m.
on the Business Day prior to the final Distribution Date in next-day funds an
amount equal to the price described above. Upon presentation and surrender of
the Certificates, the Trustee shall cause to be distributed to
Certificateholders an amount equal to the price calculated as above provided,
any such repurchase being in lieu of the distribution otherwise required to be
made on the Distribution Date upon which the repurchase is effected. Upon
certification to the Trustee by a Servicing Officer following such final
deposit, the Trustee shall promptly release to the Company the Mortgage Files
for the repurchased Mortgage Loans.
On the final Distribution Date, the Trustee shall distribute amounts on
deposit in the Certificate Account and, if applicable, in the Class A7 Interest
Account and Class A13 Interest Account in accordance with the applicable
priorities provided by Section 4.01. Distributions on each Certificate shall be
made on the final Distribution Date in the manner specified in Section 4.02 but
only upon presentation and surrender of the Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for cancellation within six months after the date specified in the
above-mentioned written notice, the Trustee shall give a second written notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets which remain subject
hereto.
Section 9.02. Additional Termination Requirements. (a) In the event the
Company exercises its purchase option as provided in Section 9.01, the Trust
Fund and the REMIC established hereunder shall be terminated in accordance with
the following additional requirements, unless the Trustee has been supplied with
an Opinion of Counsel to the effect that the failure to comply with the
requirements of this Section 9.02 will not (i) result in the imposition of taxes
on "prohibited transactions" of such REMIC as defined in section 860F of the
Code, or (ii) cause the Trust Fund to fail to qualify as a REMIC at any time
that any Certificates are outstanding:
(i) Within 90 days prior to the final Distribution Date set forth in
the notice given by the Trustee under Section 9.01, the Company shall
prepare and the Trustee shall execute and adopt a plan of complete
liquidation for such REMIC within the meaning of section 860F(a)(4)(A)(i)
of the Code, which shall be evidenced by such notice; and
(ii) Within 90 days after the time of adoption of such a plan of
complete liquidation, the Trustee shall sell all of the assets of the Trust
Fund to the Company for cash in accordance with Section 9.01.
(b) By their acceptance of the Residual Certificates, the Holders thereof
hereby authorize the Trustee to adopt such a plan of complete liquidation which
authorization shall be binding on all successor Holders of the Residual
Certificates.
(c) On the final federal income tax return for the REMIC established
hereunder, the Trustee will attach a statement specifying the date of the
adoption of the plan of liquidation.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment. This Agreement may be amended from time to time
by the Company and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein which may be defective or inconsistent with any
other provisions herein, or to surrender any right or power herein conferred
upon the Company, or to add any other provisions with respect to matters or
questions arising under this Agreement, which shall not be materially
inconsistent with the provisions of this Agreement; provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder. Notwithstanding the
foregoing, without the consent of the Certificateholders, the Trustee and the
Company may at any time and from time to time amend this Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
or appropriate to maintain the qualification of the Trust Fund as a REMIC under
the Code or to avoid or minimize the risk of the imposition of any tax on the
Trust Fund pursuant to the Code that would be a claim against the Trust Fund at
any time prior to the final redemption of the Certificates, provided that the
Trustee has obtained an opinion of independent counsel (which opinion also shall
be addressed to the Company) to the effect that such action is necessary or
appropriate to maintain such qualification or to avoid or minimize the risk of
the imposition of such a tax.
This Agreement may also be amended from time to time by the Company and the
Trustee with the consent of Holders of Certificates evidencing (i) not less than
66% of the Voting Rights of all the Certificates or (ii) Percentage Interests
aggregating not less than 66% of each Class affected by such amendment, for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement, or of modifying in any manner the rights of
the Holders of Certificates; provided, however, that no such amendment shall (a)
reduce in any manner the amount of, or delay the timing of, collections of
payments on the Mortgage Loans or distributions which are required to be made on
any Certificate without the consent of the Holder of such Certificate, (b)
adversely affect in any material respects the interests of the Holders of any
Class of Certificates in any manner other than as described in (a), without the
consent of the Holders of Certificates evidencing Percentage Interests
aggregating not less than 66% of such Class, or (c) reduce the aforesaid
percentages of Certificates of any Class required to consent to any such
amendment, without the consent of the Holders of all Certificates of such Class
then outstanding. For purposes of this paragraph, references to "Holder" or
"Holders" shall be deemed to include, in the case of any Class of Book-Entry
Certificates, the related Certificate Owners.
Notwithstanding any contrary provision of this Agreement, the Trustee shall
not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel to the effect that such amendment will not
subject the Trust Fund to tax or cause the Trust Fund to fail to qualify as a
REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any such amendment or consent the Trustee
shall furnish written notification of the substance of such amendment to each
Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
requirements as the Trustee may prescribe.
Section 10.02. Recordation of Agreement. This Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Company and at its expense on direction by the Trustee, but only upon direction
of the Trustee accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 10.03. Limitation on Rights of Certificateholders. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust
Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.
No Certificateholder shall have any right to vote (except as provided in
Section 10.01) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing itself
of any provisions of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates of each Class affected thereby evidencing, as to each
such Class, Percentage Interests aggregating not less than 25% shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing itself or themselves of any provisions of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of the Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of
this Section 10.03, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
Section 10.04. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Section 10.05. Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certified mail, return receipt requested, (a) in the
case of the Company, to GE Capital Mortgage Services, Inc., 3 Executive Campus,
Cherry Hill, New Jersey 08002, Attention: General Counsel, (b) in the case of
the Trustee, to State Street Bank and Trust Company, Corporate Trust Department,
225 Franklin Street, Boston, Massachusetts 02110, (c) in the case of Fitch, to
Fitch IBCA, Inc., One State Street Plaza, New York, New York 10004, Attention:
Structured Finance Surveillance, and (d) in the case of S&P, Standard and Poor's
Ratings Services, 26 Broadway, 10th Floor, New York, New York 10004, Attention:
Residential Mortgage Surveillance, or, as to each such Person, at such other
address as shall be designated by such Person in a written notice to each other
named Person. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.
Section 10.06. Notices to the Rating Agencies. The Company shall deliver
written notice of the following events to each Rating Agency promptly following
the occurrence thereof: material amendment to this Agreement; any Event of
Default; any Trigger Event; change in or termination of the Trustee; removal of
the Company or any successor servicer as servicer; repurchase or replacement of
any Defective Mortgage Loan pursuant to Section 2.03; and final payment to
Certificateholders. In addition, the Company shall deliver copies of the
following documents to each Rating Agency at the time such documents are
required to be delivered pursuant to this Agreement: monthly statements to
Certificateholders pursuant to Section 4.05, annual report of independent
accountants pursuant to Section 3.13 and annual servicer compliance report
pursuant to Section 3.12. Notwithstanding the foregoing, the failure to deliver
such notices or copies shall not constitute an Event of Default under this
Agreement.
Section 10.07. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then to the extent permitted by law such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 10.08. Certificates Nonassessable and Fully Paid. It is the
intention of the Trustee that Certificateholders shall not be personally liable
for obligations of the Trust Fund, that the beneficial ownership interests
represented by the Certificates shall be nonassessable for any losses or
expenses of the Trust Fund or for any reason whatsoever, and that Certificates
upon execution, countersignature and delivery thereof by the Trustee are and
shall be deemed fully paid.
* * *
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 January, 1999 before me, a notary public in and for the State
of New Jersey, personally appeared _______________________, known to me who,
being by me duly sworn, did depose and say that he/she resides at
_________________________________________________________; that he/she is a(n)
_________________________ of GE Capital Mortgage Services, Inc., a corporation
formed under the laws of the State of New Jersey, one of the parties that
executed the foregoing instrument; that he/she knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said corporation;
and that he/she signed his/her name thereto by like order.
Notary Public
[Notarial Seal]
The Commonwealth of Massachusetts )
) ss.:
County of Suffolk )
|
On the day of January, 1999 before me, a notary public in and for the
Commonwealth of Massachusetts, personally appeared ____________________, known
to me who, being by me duly sworn, did depose and say that he/she resides at
_____________________________________________________________; that he/she is
a(n) __________________________________ of State Street Bank and Trust Company,
one of the parties that executed the foregoing instrument; that he/she knows the
seal of said Bank; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said Bank;
and that he/she signed his/her name thereto by order of the Board of Directors
of said Bank.
Notary Public
[Notarial Seal]
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 1999-1
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 $67,565,789.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
January 1, 1999
First Distribution Date: CUSIP:36157RZH1
February 25, 1999
|
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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Multi-Class Pass-Through Certificates, Series 1999-1, issued
in twenty-three Classes (Class A1, Class A2, Class A3, Class A4, Class A5, Class
A6, Class A7, Class A8, Class A9, Class A10, Class A11, Class A12, Class A13,
Class A14, Class A15, Class R, Class PO, Class M, Class B1, Class B2, Class B3,
Class B4 and Class B5, herein called the "Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
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 1999-1
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 $571,282,002.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
January 1, 1999
First Distribution Date: CUSIP:36157RZJ7
February 25, 1999
|
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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
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 1999-1
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 $1,400,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
January 1, 1999
First Distribution Date: CUSIP:36157RZK4
February 25, 1999
|
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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
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 1999-1
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 $8,341,146.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
January 1, 1999
First Distribution Date: CUSIP:36157RZL2
February 25, 1999
|
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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
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 1999-1
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 $7,568,854.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
January 1, 1999
First Distribution Date: CUSIP:36157RZM0
February 25, 1999
|
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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
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 1999-1
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 $3,500,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
January 1, 1999
First Distribution Date: CUSIP:36157RZN8
February 25, 1999
|
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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
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 1999-1
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 $2,100,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: variable
Balance of this Certificate:
$
Cut-off Date:
January 1, 1999
First Distribution Date: CUSIP:36157RZP3
February 25, 1999
|
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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
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 1999-1
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 $1,400,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
January 1, 1999
First Distribution Date: CUSIP:36157RZQ1
February 25, 1999
|
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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
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 1999-1
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 A9 Certificate
Principal Balance:
Class A9 $1,400,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
January 1, 1999
First Distribution Date: CUSIP:36157RZR9
February 25, 1999
|
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
A9 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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
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 1999-1
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 A10 Certificate
Principal Balance:
Class A10 $1,400,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
January 1, 1999
First Distribution Date: CUSIP:36157RZS7
February 25, 1999
|
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
A10 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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
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 1999-1
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 A11 Certificate
Principal Balance:
Class A11 $1,400,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
January 1, 1999
First Distribution Date: CUSIP:36157RZT5
February 25, 1999
|
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
A11 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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
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 1999-1
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 A12 Certificate
Principal Balance:
Class A12 $3,000,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
January 1, 1999
First Distribution Date: CUSIP:36157RZU2
February 25, 1999
|
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
A12 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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
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 1999-1
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 A13 Certificate
Principal Balance:
Class A13 $3,300,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: variable Balance of this Certificate:
$
Cut-off Date:
January 1, 1999
First Distribution Date: CUSIP:36157RZV0
February 25, 1999
|
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
A13 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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
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 1999-1
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 A14 Certificate
Principal Balance:
Class A14 $1,000,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
January 1, 1999
First Distribution Date: CUSIP:36157RZW8
February 25, 1999
|
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
A14 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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
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 1999-1
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 A15 Certificate
Principal Balance:
Class A15 $1,000,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
January 1, 1999
First Distribution Date: CUSIP:36157RZX6
February 25, 1999
|
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
A15 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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS THE "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE,
BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THE AGREEMENT, AND SHALL
BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE
EFFECT THAT IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN
CODE SECTION 860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER
MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION, OR AN ENTITY THAT HOLDS REMIC
RESIDUAL SECURITIES AS NOMINEE TO FACILITATE THE CLEARANCE AND SETTLEMENT OF
SUCH SECURITIES THROUGH BOOK-ENTRY CHANGES IN ACCOUNTS OF PARTICIPATING
ORGANIZATIONS (A "BOOK-ENTRY NOMINEE") AND TO HAVE AGREED TO SUCH AMENDMENTS TO
THE AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE RESTRICTIONS ON
TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR BOOK-ENTRY NOMINEES.
THE HOLDER OF THIS CLASS R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE
IRREVOCABLY APPOINTED THE COMPANY (AS DEFINED HEREIN) AS ITS AGENT AND
ATTORNEY-IN-FACT TO ACT AS "TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE
FUNCTIONS OF A "TAX MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63
OF SUBTITLE F OF THE CODE, WITH RESPECT TO THE TRUST FUND.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY DISQUALIFIED
ORGANIZATION, BOOK-ENTRY NOMINEE OR NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
THE AGREEMENT OR TO ANY EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("SECTION 4975") (A
"PLAN") OR A PERSON THAT IS USING THE ASSETS OF A PLAN TO ACQUIRE THIS
CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE TRANSFER OF THIS CERTIFICATE IS
SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET FORTH HEREIN.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-1
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class R Certificate
Principal Balance:
Class R $100.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
January 1, 1999
First Distribution Date: CUSIP:36157RZY4
February 25, 1999
|
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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Multi-Class Pass-Through Certificates, Series 1999-1, issued
in twenty-three Classes (Class A1, Class A2, Class A3, Class A4, Class A5, Class
A6, Class A7, Class A8, Class A9, Class A10, Class A11, Class A12, Class A13,
Class A14, Class A15, Class R, Class PO, Class M, Class B1, Class B2, Class B3,
Class B4 and Class B5, herein called the "Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
10
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 1999-1
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 $13,039,528.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
January 1, 1999
First Distribution Date: CUSIP:36157RZZ1
February 25, 1999
|
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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Multi-Class Pass-Through Certificates, Series 1999-1, issued
in twenty-three Classes (Class A1, Class A2, Class A3, Class A4, Class A5, Class
A6, Class A7, Class A8, Class A9, Class A10, Class A11, Class A12, Class A13,
Class A14, Class A15, Class R, Class PO, Class M, Class B1, Class B2, Class B3,
Class B4 and Class B5, herein called the "Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
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 1999-1
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 $5,638,715.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
January 1, 1999
First Distribution Date: CUSIP:36157RA21
February 25, 1999
|
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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
THIS CERTIFICATE 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 1999-1
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 $3,171,777.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
January 1, 1999
First Distribution Date: CUSIP:36157RA39
February 25, 1999
|
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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE BLUE SKY LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-1
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 $3,171,777.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
January 1, 1999
First Distribution Date: CUSIP:36157RA47
February 25, 1999
|
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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Multi-Class Pass-Through Certificates, Series 1999-1, issued
in twenty-three Classes (Class A1, Class A2, Class A3, Class A4, Class A5, Class
A6, Class A7, Class A8, Class A9, Class A10, Class A11, Class A12, Class A13,
Class A14, Class A15, Class R, Class PO, Class M, Class B1, Class B2, Class B3,
Class B4 and Class B5, herein called the "Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
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
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE BLUE SKY LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-1
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 $1,409,678.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
January 1, 1999
First Distribution Date: CUSIP:36157RA54
February 25, 1999
|
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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE BLUE SKY LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-1
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 $1,762,101.12
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
January 1, 1999
First Distribution Date: CUSIP:36157RA62
February 25, 1999
|
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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE SECURITIES ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-1
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 $987,918.87
Certificate Interest Initial Certificate Principal
Rate per annum: Balance of this Certificate:
non-interest bearing $
Cut-off Date:
January 1, 1999
First Distribution Date:
February 25, 1999
|
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
January 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in February 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Multi-Class Pass-Through Certificates, Series 1999-1, issued
in twenty-three Classes (Class A1, Class A2, Class A3, Class A4, Class A5, Class
A6, Class A7, Class A8, Class A9, Class A10, Class A11, Class A12, Class A13,
Class A14, Class A15, Class R, Class PO, Class M, Class B1, Class B2, Class B3,
Class B4 and Class B5, herein called the "Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Class Exemption 95-60, 60
Fed. Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
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.
EXHIBIT B
PRINCIPAL BALANCE SCHEDULES
EXHIBIT C - SUPPLEMENT
SCHEDULE OF COOPERATIVE LOANS
SERIES 1999-1
LOAN CUT-OFF DATE BORROWER
NO. PRINCIPAL BALANCE NAME
--- ----------------- ----
7786403 $238,941.05 Lipton
|
EXHIBIT C
MORTGAGE LOANS
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 1
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0004607164 MORTGAGORS: MICOVSKY THOMAS
REGION CODE ADDRESS : 51 MITCHELL AVENUE
01 CITY : POUGHKEEPSIE
STATE/ZIP : NY 12603
MORTGAGE AMOUNT : 84,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 66,545.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 706.32 OUTSIDE CONV DATE :
LIFETIME RATE : 9.50000 MATURITY DATE : 04/01/21
CURRENT INT RATE: 9.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0004860805 MORTGAGORS: KLEINER JOEL
KLEINER HAYDEN
REGION CODE ADDRESS : 3 FOX RIVER CROSSING
01 CITY : MAHWAH
STATE/ZIP : NJ 07430
MORTGAGE AMOUNT : 215,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 201,899.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,768.75 OUTSIDE CONV DATE :
LIFETIME RATE : 9.25000 MATURITY DATE : 01/01/22
CURRENT INT RATE: 9.25000 PRODUCT CODE : 002
LTV : 58.10810
----------------------------------------------------------------------------
0 0004886628 MORTGAGORS: WHITEHEAD STANLEY
REGION CODE ADDRESS : BOX 40 YELLOW CITY ROAD
01 CITY : AMENIA
STATE/ZIP : NY 12501
MORTGAGE AMOUNT : 210,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 176,301.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,689.71 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 05/01/22
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0004890638 MORTGAGORS: COLAVITA SEVERINO
COLAVITA TERESA
REGION CODE ADDRESS : 306 ANTHONY DRIVE
01 CITY : TOWNSHIP OF PLYMOUTH
STATE/ZIP : PA 19462
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 424,693.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,866.20 OUTSIDE CONV DATE :
LIFETIME RATE : 9.75000 MATURITY DATE : 01/01/22
CURRENT INT RATE: 9.75000 PRODUCT CODE : 002
LTV : 69.23000
----------------------------------------------------------------------------
0 0004892345 MORTGAGORS: MAXWELL WILLIAM
MAXWELL ROBERTA
REGION CODE ADDRESS : 22103 SUN RANCH COURT
03 CITY : CHATSWORTH
STATE/ZIP : CA 91311
MORTGAGE AMOUNT : 222,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 207,940.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,806.27 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 12/01/21
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 76.55172
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,181,000.00
P & I AMT: 9,837.25 UPB AMT: 1,077,381.13
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 2
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0004893368 MORTGAGORS: JUNG THOMAS
JUNG HELEN
REGION CODE ADDRESS : 3048 PATUXENT OVERLOOK COURT
01 CITY : ELLICOTT CITY
STATE/ZIP : MD 21043
MORTGAGE AMOUNT : 222,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 168,580.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,790.29 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 12/01/21
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 67.42424
----------------------------------------------------------------------------
0 0004909974 MORTGAGORS: MCFADDEN DAVID
MCFADDEN DENA
REGION CODE ADDRESS : 9 PINE KNOLL ROAD
01 CITY : LEXINGTON
STATE/ZIP : MA 02173
MORTGAGE AMOUNT : 220,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 205,780.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,770.17 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 12/01/21
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 74.57600
----------------------------------------------------------------------------
0 0004914230 MORTGAGORS: COHEN ALAN
DE MARCO JOHN
REGION CODE ADDRESS : 940 GLENWOOD AVENUE
01 CITY : PLAINFIELD
STATE/ZIP : NJ 07060
MORTGAGE AMOUNT : 191,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 179,243.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,522.07 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 03/01/22
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 46.88725
----------------------------------------------------------------------------
0 0004922274 MORTGAGORS: KIM KI
KIM KYUNG
REGION CODE ADDRESS : 3 SENATE COURT
01 CITY : CLARKSTOWN
STATE/ZIP : NY 10956
MORTGAGE AMOUNT : 215,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 156,983.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,729.94 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 03/01/22
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 66.15384
----------------------------------------------------------------------------
0 0004931259 MORTGAGORS: BREEN GOVERT
BREEN MARIE
REGION CODE ADDRESS : 307 MEADOWBROOK ROAD
01 CITY : WYCKOFF TWP.
STATE/ZIP : NJ 07481
MORTGAGE AMOUNT : 220,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 205,334.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,730.75 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 02/01/22
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 67.69200
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,068,800.00
P & I AMT: 8,543.22 UPB AMT: 915,921.89
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 3
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0004935631 MORTGAGORS: HEALEY JAMES
REGION CODE ADDRESS : 1819 HIGHRIDGE COURT
01 CITY : WINTERGREEN
STATE/ZIP : VA 22958
MORTGAGE AMOUNT : 212,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 198,516.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,705.80 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 01/01/22
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0004940623 MORTGAGORS: POPP TIMOTHY
POPP PAMELA
REGION CODE ADDRESS : 3 WALDON ROAD
01 CITY : WASHINGTON TWP.
STATE/ZIP : NJ 07853
MORTGAGE AMOUNT : 218,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 203,598.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,698.70 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 01/01/22
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0004943346 MORTGAGORS: WRZOSEK JESSE
WRZOSEK ALINA
REGION CODE ADDRESS : 149 CHRISTOPHER TERRACE
01 CITY : WEST SPRINGFIELD
STATE/ZIP : MA 01089
MORTGAGE AMOUNT : 191,260.00 OPTION TO CONVERT :
UNPAID BALANCE : 179,962.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,608.22 OUTSIDE CONV DATE :
LIFETIME RATE : 9.50000 MATURITY DATE : 01/01/22
CURRENT INT RATE: 9.50000 PRODUCT CODE : 002
LTV : 70.83703
----------------------------------------------------------------------------
0 0004951737 MORTGAGORS: MAHON JOHN
MAHON BONITA
REGION CODE ADDRESS : 8105 HOLLYGATE DRIVE
01 CITY : GLENN DALE
STATE/ZIP : MD 20769
MORTGAGE AMOUNT : 225,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 208,741.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,775.98 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 01/01/22
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 73.83483
----------------------------------------------------------------------------
0 0004958062 MORTGAGORS: REDUTO JOSEPH
REDUTO ELLEN
REGION CODE ADDRESS : 15 OAKFIELD ROAD
01 CITY : SMITHTOWN
STATE/ZIP : NY 11780
MORTGAGE AMOUNT : 220,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 206,019.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,715.03 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 03/01/22
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 71.12903
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,067,910.00
P & I AMT: 8,503.73 UPB AMT: 996,837.44
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 4
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0004965273 MORTGAGORS: HOFFMAN DANIEL
HOFFMAN BARBARA
REGION CODE ADDRESS : 27 WASHINGTON WAY
01 CITY : TABERNACLE
STATE/ZIP : NJ 08088
MORTGAGE AMOUNT : 213,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 198,881.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,640.10 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 03/01/22
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0004965794 MORTGAGORS: MOSKOWITZ HOWELL
MOSKOWITZ JOANN
REGION CODE ADDRESS : 104 HAZELWOOD DRIVE
01 CITY : JERICHO
STATE/ZIP : NY 11753
MORTGAGE AMOUNT : 225,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 210,430.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,750.03 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 04/01/22
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0004971768 MORTGAGORS: NAGAR JACOB
NAGAR BELINA
REGION CODE ADDRESS : 143 MUIRFIELD CIRCLE
01 CITY : NAPLES
STATE/ZIP : FL 33962
MORTGAGE AMOUNT : 218,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 205,229.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,816.54 OUTSIDE CONV DATE :
LIFETIME RATE : 9.37500 MATURITY DATE : 02/01/22
CURRENT INT RATE: 9.37500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0004973871 MORTGAGORS: CUOMO JIMMY
ALVERSON DAVID
REGION CODE ADDRESS : 2209 MEADOW VALLEY TERRACE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90039
MORTGAGE AMOUNT : 217,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 202,778.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,672.39 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 03/01/22
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 55.76923
----------------------------------------------------------------------------
0 0004979498 MORTGAGORS: GIDALI CHAIM
GIDALI NETTA
REGION CODE ADDRESS : 242 ARDMORE AVENUE
01 CITY : STATEN ISLAND
STATE/ZIP : NY 10314
MORTGAGE AMOUNT : 208,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 195,161.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,673.62 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 04/01/22
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 79.08745
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,082,200.00
P & I AMT: 8,552.68 UPB AMT: 1,012,481.85
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 5
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0004980371 MORTGAGORS: DULAY STURGIS DOREEN
REGION CODE ADDRESS : 30366 CORNELL SCHOOL ROAD
01 CITY : AGOURA AREA
STATE/ZIP : CA 91301
MORTGAGE AMOUNT : 210,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 188,263.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,673.24 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 03/01/22
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0004985974 MORTGAGORS: ZHANG CHUNG
SHEN DING
REGION CODE ADDRESS : 10 OLD SMALLEYTOWN RD
01 CITY : WARREN TOWNSHIP
STATE/ZIP : NJ 07059
MORTGAGE AMOUNT : 196,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 182,604.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,507.08 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 03/01/22
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0004992012 MORTGAGORS: STERNBERG ARTHUR
STERNBERG BARBARA
REGION CODE ADDRESS : 5 BANNOCK COURT
01 CITY : SUFFERN
STATE/ZIP : NY 10901
MORTGAGE AMOUNT : 202,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 188,632.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,555.52 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 03/01/22
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 66.32786
----------------------------------------------------------------------------
0 0005202387 MORTGAGORS: CANZONA NICOLINO
CANZONA LINA
REGION CODE ADDRESS : 1530 EL MIRADERO AVENUE
01 CITY : GLENDALE
STATE/ZIP : CA 91201
MORTGAGE AMOUNT : 223,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 209,169.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,814.40 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 02/01/22
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 79.92831
----------------------------------------------------------------------------
0 0005211032 MORTGAGORS: CREMONA MARK
CREMONA KELLY
REGION CODE ADDRESS : 8397 QUAILWOOD LANE
01 CITY : PASADENA
STATE/ZIP : MD 21122
MORTGAGE AMOUNT : 216,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 201,889.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,757.45 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 03/01/22
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,047,600.00
P & I AMT: 8,307.69 UPB AMT: 970,559.29
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 6
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0005237714 MORTGAGORS: SZELES JOHN
SZELES MARIA
REGION CODE ADDRESS : 3225 CASA VERDE COURT
01 CITY : BONITA
STATE/ZIP : CA 91902
MORTGAGE AMOUNT : 208,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 196,586.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,787.04 OUTSIDE CONV DATE :
LIFETIME RATE : 9.75000 MATURITY DATE : 03/01/22
CURRENT INT RATE: 9.75000 PRODUCT CODE : 002
LTV : 71.72413
----------------------------------------------------------------------------
0 0005263637 MORTGAGORS: FOX WAYNE
FOX CYNTHIA
REGION CODE ADDRESS : 1306 GRANT STREET
01 CITY : HERNDON
STATE/ZIP : VA 22070
MORTGAGE AMOUNT : 215,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 201,588.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,750.12 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 04/01/22
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0005303326 MORTGAGORS: SHLEPPEY WILLIAM
REGION CODE ADDRESS : 14452 SILVERBROOK DRIVE
01 CITY : TUSTIN
STATE/ZIP : CA 92680
MORTGAGE AMOUNT : 207,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 195,356.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,707.87 OUTSIDE CONV DATE :
LIFETIME RATE : 9.25000 MATURITY DATE : 03/01/22
CURRENT INT RATE: 9.25000 PRODUCT CODE : 002
LTV : 85.78500
----------------------------------------------------------------------------
0 0005309026 MORTGAGORS: HAN CHIN
HAN YANG
REGION CODE ADDRESS : 11821 KIM PLACE
01 CITY : POTOMAC
STATE/ZIP : MD 20854
MORTGAGE AMOUNT : 216,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 180,390.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,737.99 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 04/01/22
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0005323951 MORTGAGORS: RUMRILL JOHN
RUMRILL CANDYCE
REGION CODE ADDRESS : 305 CANTLEGATE CLOSE
01 CITY : ALPHARETTA
STATE/ZIP : GA 30202
MORTGAGE AMOUNT : 202,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 190,551.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,646.39 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 05/01/22
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 77.82600
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,049,050.00
P & I AMT: 8,629.41 UPB AMT: 964,472.98
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 7
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0005324538 MORTGAGORS: SOLURI RAYMOND
SOLURI MARIE
REGION CODE ADDRESS : 14 FIELDCREST LANE
01 CITY : OYESTER BAY
STATE/ZIP : NY 11735
MORTGAGE AMOUNT : 202,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 190,964.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,683.47 OUTSIDE CONV DATE :
LIFETIME RATE : 9.37500 MATURITY DATE : 06/01/22
CURRENT INT RATE: 9.37500 PRODUCT CODE : 002
LTV : 67.46666
----------------------------------------------------------------------------
0 0005328463 MORTGAGORS: LE ROY RICHARD
REGION CODE ADDRESS : 5820 NORTH LOGWOOD ROAD
01 CITY : WESTLAKE VILLAGE
STATE/ZIP : CA 91361
MORTGAGE AMOUNT : 212,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 190,334.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,782.62 OUTSIDE CONV DATE :
LIFETIME RATE : 9.50000 MATURITY DATE : 04/01/22
CURRENT INT RATE: 9.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0005328901 MORTGAGORS: ESHELMAN DAVID
ESHELMAN ELIZABETH
REGION CODE ADDRESS : UNIT 714 322 BOARDWALK
01 CITY : OCEAN CITY
STATE/ZIP : NJ 08226
MORTGAGE AMOUNT : 216,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 43,427.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,757.45 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 05/01/22
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0005344692 MORTGAGORS: TORNETTA JAMES
TORNETTA DEBORAH
REGION CODE ADDRESS : 7504 PLEASURE AVENUE UNIT NORTH
01 CITY : SEA ISLE CITY
STATE/ZIP : NJ 08243
MORTGAGE AMOUNT : 217,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 204,242.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,711.86 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 06/01/22
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0005364799 MORTGAGORS: DOAN CONG
PHAM HOA
REGION CODE ADDRESS : 14782 BOWLING GREEN STREET
01 CITY : WESTMINSTER
STATE/ZIP : CA 92683
MORTGAGE AMOUNT : 217,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 179,367.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,809.89 OUTSIDE CONV DATE :
LIFETIME RATE : 9.37500 MATURITY DATE : 04/01/22
CURRENT INT RATE: 9.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,065,600.00
P & I AMT: 8,745.29 UPB AMT: 808,337.89
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 8
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0005364807 MORTGAGORS: MUGGEE MARTIN
MUGGEE LORI
REGION CODE ADDRESS : 24385 NUGGET FALLS LANE
01 CITY : LAGUNA NIGUEL
STATE/ZIP : CA 92656
MORTGAGE AMOUNT : 212,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 199,964.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,763.31 OUTSIDE CONV DATE :
LIFETIME RATE : 9.37500 MATURITY DATE : 04/01/22
CURRENT INT RATE: 9.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0005379060 MORTGAGORS: DAVIDSON TIMOTHY
DAVIDSON LAARNI
REGION CODE ADDRESS : 11543 MARCELLO WAY
01 CITY : RANCHO CUCAMONGA
STATE/ZIP : CA 91730
MORTGAGE AMOUNT : 224,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 209,254.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,891.08 OUTSIDE CONV DATE :
LIFETIME RATE : 9.50000 MATURITY DATE : 05/01/22
CURRENT INT RATE: 9.50000 PRODUCT CODE : 002
LTV : 89.99599
----------------------------------------------------------------------------
0 0005379946 MORTGAGORS: TORRES ARTURO
REGION CODE ADDRESS : 6812 N KOSTNER AVE
01 CITY : LINCOLNWOOD
STATE/ZIP : IL 60646
MORTGAGE AMOUNT : 220,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 191,568.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,854.08 OUTSIDE CONV DATE :
LIFETIME RATE : 9.50000 MATURITY DATE : 07/01/22
CURRENT INT RATE: 9.50000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0005396890 MORTGAGORS: BINIAK WILLIAM
REGION CODE ADDRESS : 429 WEST 14TH STREET #12
01 CITY : OCEAN CITY
STATE/ZIP : MD 21842
MORTGAGE AMOUNT : 211,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 199,032.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,699.36 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 07/01/22
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0005403068 MORTGAGORS: JENKINS RALPH
RHODEN MARLENE
REGION CODE ADDRESS : 3945 WEST MAIN STREET
01 CITY : HOUSTON
STATE/ZIP : TX 77027
MORTGAGE AMOUNT : 215,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 189,425.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,695.34 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 07/01/22
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 50.11600
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,084,100.00
P & I AMT: 8,903.17 UPB AMT: 989,244.56
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 9
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0005405667 MORTGAGORS: STUART WHITNEY
STUART JOAN
REGION CODE ADDRESS : 423 COKESBURY ROAD
01 CITY : CLINTON TWP.
STATE/ZIP : NJ 08801
MORTGAGE AMOUNT : 220,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 201,990.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,691.61 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 07/01/22
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0005857644 MORTGAGORS: MIGLIORE LAWRENCE
MIGLIORE PATRICIA
REGION CODE ADDRESS : 8 BEECHWOOD TRAIL
01 CITY : DENVILLE
STATE/ZIP : NJ 07834
MORTGAGE AMOUNT : 141,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 133,442.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,015.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/23
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0007515083 MORTGAGORS: JEWELL DEANNA
REGION CODE ADDRESS : 6501 EAST WHITIER STREET
00 CITY : WAKE FOREST
STATE/ZIP : NC 27587
MORTGAGE AMOUNT : 100,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 97,689.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 690.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 74.07407
----------------------------------------------------------------------------
0 0007678477 MORTGAGORS: CAMP SUSAN
REGION CODE ADDRESS : 7808 MANOR FOREST LANE
03 CITY : BOYTON BEACH
STATE/ZIP : FL 33462
MORTGAGE AMOUNT : 45,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 44,775.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 323.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.80000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.80000 PRODUCT CODE : 002
LTV : 39.13300
----------------------------------------------------------------------------
0 0007678535 MORTGAGORS: BONILLA JUDITH
REGION CODE ADDRESS : 3336 N ELLEN DRIVE
03 CITY : ARLINGTON HEIGHTS
STATE/ZIP : IL 60004
MORTGAGE AMOUNT : 201,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 199,910.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,422.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.60000 MATURITY DATE : 03/01/28
CURRENT INT RATE: 7.60000 PRODUCT CODE : 002
LTV : 70.70100
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 708,250.00
P & I AMT: 5,144.51 UPB AMT: 677,809.03
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 10
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007678733 MORTGAGORS: BARTOLOMEI LYNANN
REGION CODE ADDRESS : 15702 ORLAN BROOK DRIVE UNIT#176
03 CITY : ORLAND PARK
STATE/ZIP : IL 60462
MORTGAGE AMOUNT : 60,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 59,624.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 423.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.60000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.60000 PRODUCT CODE : 002
LTV : 62.56500
----------------------------------------------------------------------------
0 0007678758 MORTGAGORS: MITCHELL MELINDA
HOOVER BERNARD
REGION CODE ADDRESS : 842 MATTHEWS
03 CITY : FENTON
STATE/ZIP : MO 63026
MORTGAGE AMOUNT : 45,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 44,777.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 325.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.85000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.85000 PRODUCT CODE : 002
LTV : 58.06400
----------------------------------------------------------------------------
0 0007678782 MORTGAGORS: DEMASI SCOTT
DEMASI SUSAN
REGION CODE ADDRESS : 5610 KIOWA TIMBERS DRIVE
03 CITY : HUMBLE
STATE/ZIP : TX 77346
MORTGAGE AMOUNT : 66,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 65,640.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 454.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.35000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.35000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007678931 MORTGAGORS: SHREFFLER ROBERT
REGION CODE ADDRESS : 104 CHERRY HILL COURT
03 CITY : NAPLES
STATE/ZIP : FL 34113
MORTGAGE AMOUNT : 107,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 106,450.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 759.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.65000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.65000 PRODUCT CODE : 002
LTV : 56.31500
----------------------------------------------------------------------------
0 0007679061 MORTGAGORS: DOVER JOHN
DOVER NANCY
REGION CODE ADDRESS : 16780 OAK VIEW CIRCLE
03 CITY : MORGAN HILL
STATE/ZIP : CA 95037
MORTGAGE AMOUNT : 175,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 173,695.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,241.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.65000 MATURITY DATE : 05/01/28
CURRENT INT RATE: 7.65000 PRODUCT CODE : 002
LTV : 41.66666
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 453,000.00
P & I AMT: 3,204.74 UPB AMT: 450,188.04
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 11
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007679079 MORTGAGORS: FISCHMAN PHILIP
OKUN VALERIE
REGION CODE ADDRESS : 3122 VIA DE CABALLO
03 CITY : ENCINITAS
STATE/ZIP : CA 92024
MORTGAGE AMOUNT : 165,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 163,347.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,170.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.65000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.65000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007679087 MORTGAGORS: WILLIAMS GLORIA
REGION CODE ADDRESS : 9850 PAGEWOOD LANE # 802,
03 CITY : HOUSTON
STATE/ZIP : TX 77042
MORTGAGE AMOUNT : 40,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 39,783.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 276.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.40000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.40000 PRODUCT CODE : 002
LTV : 64.00000
----------------------------------------------------------------------------
0 0007679145 MORTGAGORS: SUPNICK GLORIA
REGION CODE ADDRESS : 14 LOCUST AVE
03 CITY : STONY BROOK
STATE/ZIP : NY 11790
MORTGAGE AMOUNT : 53,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 52,727.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 376.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.65000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.65000 PRODUCT CODE : 002
LTV : 32.02400
----------------------------------------------------------------------------
0 0007679327 MORTGAGORS: BECKER CLYDE
REGION CODE ADDRESS : 9529 FRUITLAND AVENUE
03 CITY : ENGLEWOOD
STATE/ZIP : FL 34224
MORTGAGE AMOUNT : 65,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 64,672.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 460.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.60000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.60000 PRODUCT CODE : 002
LTV : 74.94200
----------------------------------------------------------------------------
0 0007679400 MORTGAGORS: SODORA DONALD
SODORA PAULA
REGION CODE ADDRESS : 2512 LAKESHORE DRIVE
03 CITY : FLOWER MOUND
STATE/ZIP : TX 75028
MORTGAGE AMOUNT : 107,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 106,900.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 726.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.15000 MATURITY DATE : 05/01/28
CURRENT INT RATE: 7.15000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 430,800.00
P & I AMT: 3,010.82 UPB AMT: 427,431.99
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 12
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007679467 MORTGAGORS: OLIVER VICTORIA
REGION CODE ADDRESS : 15934 COOK ROAD
03 CITY : ROUGH AND READY
STATE/ZIP : CA 95975
MORTGAGE AMOUNT : 182,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 181,092.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,310.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.80000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.80000 PRODUCT CODE : 002
LTV : 65.00000
----------------------------------------------------------------------------
0 0007679624 MORTGAGORS: BASSIN SAM
REGION CODE ADDRESS : 5919 A SPRING LAKE LANE
03 CITY : BOYNTON BEACH
STATE/ZIP : FL 33437
MORTGAGE AMOUNT : 50,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 48,648.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 349.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 38.46100
----------------------------------------------------------------------------
0 0007679665 MORTGAGORS: BENCE ANTOINETTE
REGION CODE ADDRESS : 11251 JACANA COURT #1906
03 CITY : FORT MYERS
STATE/ZIP : FL 33908
MORTGAGE AMOUNT : 40,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 39,383.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 274.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.30000 MATURITY DATE : 05/01/28
CURRENT INT RATE: 7.30000 PRODUCT CODE : 002
LTV : 33.33300
----------------------------------------------------------------------------
0 0007679699 MORTGAGORS: CARLSON JARED
CARLSON ZOHREH
REGION CODE ADDRESS : 2158 ROSITA AVE,
03 CITY : SANTA CLARA
STATE/ZIP : CA 95050
MORTGAGE AMOUNT : 225,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,820.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,580.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.55000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.55000 PRODUCT CODE : 002
LTV : 67.16400
----------------------------------------------------------------------------
0 0007679723 MORTGAGORS: IGLESIAS LAZARO
REGION CODE ADDRESS : 1428 SARRIA AVENUE
03 CITY : CORAL GABLES
STATE/ZIP : FL 33146
MORTGAGE AMOUNT : 175,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 172,976.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,187.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.20000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.20000 PRODUCT CODE : 002
LTV : 66.03700
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 672,000.00
P & I AMT: 4,702.84 UPB AMT: 665,922.30
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 13
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007679822 MORTGAGORS: ROLLO STEVEN
REGION CODE ADDRESS : 426 CHERRY VALLEY RD
03 CITY : VERNON HILLS
STATE/ZIP : IL 60061
MORTGAGE AMOUNT : 50,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 49,740.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 353.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.60000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.60000 PRODUCT CODE : 002
LTV : 40.32200
----------------------------------------------------------------------------
0 0007680093 MORTGAGORS: SCHMADEL TRULA
REGION CODE ADDRESS : 414 COWELL AVENUE
03 CITY : MANTECA
STATE/ZIP : CA 95336
MORTGAGE AMOUNT : 55,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 54,915.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 391.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.65000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.65000 PRODUCT CODE : 002
LTV : 62.02200
----------------------------------------------------------------------------
0 0007680515 MORTGAGORS: SPATZ JONATHAN
REGION CODE ADDRESS : 7235 W 16TH AVE
03 CITY : HIALEAH
STATE/ZIP : FL 33014
MORTGAGE AMOUNT : 57,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 56,703.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 402.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.60000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.60000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007680804 MORTGAGORS: THOMAS MARY
REGION CODE ADDRESS : 16481 BLATT BLVD. UNIT 104
03 CITY : FORT LAUDERDALE
STATE/ZIP : FL 33326
MORTGAGE AMOUNT : 48,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 48,049.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 341.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.60000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.60000 PRODUCT CODE : 002
LTV : 74.88300
----------------------------------------------------------------------------
0 0007681018 MORTGAGORS: NEWTON KENNETH
NEWTON KAREN
REGION CODE ADDRESS : 2980 DOMINION
03 CITY : MC HENRY
STATE/ZIP : IL 60050
MORTGAGE AMOUNT : 192,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 191,023.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,368.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.70000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.70000 PRODUCT CODE : 002
LTV : 56.14000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 402,500.00
P & I AMT: 2,857.10 UPB AMT: 400,431.93
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 14
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007681034 MORTGAGORS: WAITMAN RANDALL
COSTELLO REBECCA
REGION CODE ADDRESS : 118 H STREET
03 CITY : RAMONA
STATE/ZIP : CA 92065
MORTGAGE AMOUNT : 123,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 123,064.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 877.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.65000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.65000 PRODUCT CODE : 002
LTV : 74.96900
----------------------------------------------------------------------------
0 0007681075 MORTGAGORS: DEROSSETT CAROL
REGION CODE ADDRESS : 30840 GRENOBLE COURT
03 CITY : WESTLAKE VILLAGE
STATE/ZIP : CA 91362
MORTGAGE AMOUNT : 164,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 163,480.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,182.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.80000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.80000 PRODUCT CODE : 002
LTV : 74.16400
----------------------------------------------------------------------------
0 0007681091 MORTGAGORS: LAI KWOK
LEE LAI CHIU
REGION CODE ADDRESS : 7417 TWEEDSGATE DRIVE
03 CITY : PLANO
STATE/ZIP : TX 75024
MORTGAGE AMOUNT : 50,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 49,737.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 351.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.55000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.55000 PRODUCT CODE : 002
LTV : 21.55100
----------------------------------------------------------------------------
0 0007681257 MORTGAGORS: KARZEN CECILY
REGION CODE ADDRESS : 3401 N COUNTRY CLUB DR, UNIT # 807
03 CITY : AVENTURA
STATE/ZIP : FL 33180
MORTGAGE AMOUNT : 45,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 44,777.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 325.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.85000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.85000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007681323 MORTGAGORS: CRUZ FRANCISCO
CRUZ ELSA
REGION CODE ADDRESS : 2899 COLLINS AVENUE, UNIT #706
03 CITY : MIAMI BEACH
STATE/ZIP : FL 33140
MORTGAGE AMOUNT : 50,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 49,769.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 373.88 OUTSIDE CONV DATE :
LIFETIME RATE : 8.20000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 8.20000 PRODUCT CODE : 002
LTV : 66.66600
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 433,000.00
P & I AMT: 3,111.14 UPB AMT: 430,830.35
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 15
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007681406 MORTGAGORS: KELLER CLAUDETTE
REGION CODE ADDRESS : 20818 ROYDENCREST DRIVE
03 CITY : SPRING
STATE/ZIP : TX 77388
MORTGAGE AMOUNT : 63,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 63,249.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 438.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.35000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.35000 PRODUCT CODE : 002
LTV : 74.94100
----------------------------------------------------------------------------
0 0007681414 MORTGAGORS: FERGUSON GENORA
REGION CODE ADDRESS : 4834 INGLESIDE COURT
03 CITY : SPRING
STATE/ZIP : TX 77388
MORTGAGE AMOUNT : 56,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 55,893.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 387.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.35000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.35000 PRODUCT CODE : 002
LTV : 74.93300
----------------------------------------------------------------------------
0 0007681489 MORTGAGORS: SICA GLORIA
REGION CODE ADDRESS : 5841 RATTLESNAKE HAMMOCK ROAD, UNIT
03 CITY : NAPLES
STATE/ZIP : FL 34113
MORTGAGE AMOUNT : 44,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 43,780.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 316.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.80000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.80000 PRODUCT CODE : 002
LTV : 68.75000
----------------------------------------------------------------------------
0 0007685365 MORTGAGORS: SOOKHAL HELEN
SOOKHAL NANDLAL
REGION CODE ADDRESS : 97-23 117TH ST
01 CITY : RICHMOND HILL
STATE/ZIP : NY 11419
MORTGAGE AMOUNT : 231,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 230,648.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,782.35 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 05/01/28
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0007685886 MORTGAGORS: BELLAMY KENNETH
BELLAMY SHERRY
REGION CODE ADDRESS : 6506 ROCKLAND COURT
01 CITY : CLIFTON
STATE/ZIP : VA 20124
MORTGAGE AMOUNT : 218,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 216,935.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,489.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 614,100.00
P & I AMT: 4,415.06 UPB AMT: 610,507.11
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 16
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007687668 MORTGAGORS: FOLEY JOHN
LEE ROBERTA
REGION CODE ADDRESS : 974 BARNARD COLLEGE LN
01 CITY : UNIVERSITY CITY
STATE/ZIP : MO 63130
MORTGAGE AMOUNT : 194,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 193,144.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,373.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007690266 MORTGAGORS: WAGONER RANDY
WAGONER NANCY
REGION CODE ADDRESS : 412 STEEPLECHASE TRAIL
01 CITY : KENNEDALE
STATE/ZIP : TX 76060
MORTGAGE AMOUNT : 116,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 116,231.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 786.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007694912 MORTGAGORS: SCHMIDT CHRIS
REGION CODE ADDRESS : 33 WELLINGTON DR
01 CITY : LONG VALLEY
STATE/ZIP : NJ 07853
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,999.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,005.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 63.44847
----------------------------------------------------------------------------
0 0007695091 MORTGAGORS: WIEAND PAUL
REGION CODE ADDRESS : 196 RED HILL ROAD
01 CITY : OTTSVILLE
STATE/ZIP : PA 18942
MORTGAGE AMOUNT : 152,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 150,987.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 998.53 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 13.81800
----------------------------------------------------------------------------
0 0007695851 MORTGAGORS: VAN BEAVER JEFFREY
VAN BEAVER TAMMY
REGION CODE ADDRESS : N11666 NORTH LOST LAKE RD.
01 CITY : ATHELSTANE
STATE/ZIP : WI 54104
MORTGAGE AMOUNT : 63,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 63,428.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 456.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 806,550.00
P & I AMT: 5,621.24 UPB AMT: 802,790.89
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 17
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007696933 MORTGAGORS: DAVIDSON DAVID
FICARO FATIMA
REGION CODE ADDRESS : 215 SOUTH GRIFFITH PARK DRIVE
01 CITY : BURBANK
STATE/ZIP : CA 91506
MORTGAGE AMOUNT : 220,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 219,217.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,595.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 78.57100
----------------------------------------------------------------------------
0 0007696990 MORTGAGORS: YSLAS JESUS
YSLAS SUSAN
REGION CODE ADDRESS : 3510 SAN SIMEON AVENUE
01 CITY : OXNARD
STATE/ZIP : CA 93033
MORTGAGE AMOUNT : 122,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 121,763.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 875.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 74.06000
----------------------------------------------------------------------------
0 0007701931 MORTGAGORS: GUERRIERO JOSEPH
GUERRIERO THERESA
REGION CODE ADDRESS : 1966 S EGRET LANE
01 CITY : LIBERTYVILLE
STATE/ZIP : IL 60048
MORTGAGE AMOUNT : 271,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,401.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,829.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.08800
----------------------------------------------------------------------------
0 0007703911 MORTGAGORS: RODRIGUEZ EMILIO
RODRIGUEZ BARBARA
REGION CODE ADDRESS : 8455 E AMETHYST LANE
01 CITY : TUCSON
STATE/ZIP : AZ 85750
MORTGAGE AMOUNT : 227,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 226,070.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,549.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 63.80600
----------------------------------------------------------------------------
0 0007706567 MORTGAGORS: WIDDER JAMES
WIDDER PHYLLIS
REGION CODE ADDRESS : 19674 WATERS END DRIVE
01 CITY : BOCA RATON
STATE/ZIP : FL 33496
MORTGAGE AMOUNT : 245,106.36 OPTION TO CONVERT :
UNPAID BALANCE : 243,163.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,767.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 04/01/26
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 74.27400
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,085,956.36
P & I AMT: 7,617.23 UPB AMT: 1,080,616.41
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 18
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007706609 MORTGAGORS: FAYNE SUSAN
REGION CODE ADDRESS : 2105 GULF OF MEXICO DR.#3102
01 CITY : LONGBOAT KEY,
STATE/ZIP : FL 34228
MORTGAGE AMOUNT : 282,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,755.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,995.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007708977 MORTGAGORS: YATES CARYN
REGION CODE ADDRESS : 1430 FALCON COURT
01 CITY : GILROY
STATE/ZIP : CA 95020
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,098.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,678.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 77.41900
----------------------------------------------------------------------------
0 0007709082 MORTGAGORS: GOELKEL GARY
GOELKEL KATHLEEN
REGION CODE ADDRESS : 17340 LAKEVIEW DRIVE
01 CITY : MORGAN HILL
STATE/ZIP : CA 95037
MORTGAGE AMOUNT : 468,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 466,106.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,153.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007709447 MORTGAGORS: RODRIGUEZ ISRAEL
RODRIGUEZ AMY
REGION CODE ADDRESS : 9568 SEVILLE WAY
01 CITY : CYPRESS
STATE/ZIP : CA 90630
MORTGAGE AMOUNT : 291,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,603.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,039.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 64.82200
----------------------------------------------------------------------------
0 0007709801 MORTGAGORS: KING RANDALL
KING CHRISTINE
REGION CODE ADDRESS : 3580 ALKIRST COURT
01 CITY : SANTA ROSA
STATE/ZIP : CA 95403
MORTGAGE AMOUNT : 336,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 334,915.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,263.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,617,700.00
P & I AMT: 11,130.39 UPB AMT: 1,611,480.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 19
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007710262 MORTGAGORS: LURIE HOWARD
LURIE MICHELLE
REGION CODE ADDRESS : 7755 BLUEBERRY HILL LANE
01 CITY : ELLICOTT CITY
STATE/ZIP : MD 21043
MORTGAGE AMOUNT : 130,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 128,965.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 889.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007710643 MORTGAGORS: WAGNER GARY
WAGNER MARJORIE
REGION CODE ADDRESS : 2657 EL PRADO WAY
01 CITY : SACRAMENTO
STATE/ZIP : CA 95825
MORTGAGE AMOUNT : 131,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 131,224.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 942.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007714777 MORTGAGORS: AITELLI PETER
AITELLI LAUREL
REGION CODE ADDRESS : 3838 ARBOLADO DRIVE
01 CITY : WALNUT CREEK
STATE/ZIP : CA 94598
MORTGAGE AMOUNT : 347,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 346,431.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,480.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 10/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 65.62200
----------------------------------------------------------------------------
0 0007719552 MORTGAGORS: GRIFFIN SHANE
GRIFFIN ANGELA
REGION CODE ADDRESS : 4800 VIA AMANTE
01 CITY : YORBA LINDA
STATE/ZIP : CA 92886
MORTGAGE AMOUNT : 348,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 346,857.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,493.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007719693 MORTGAGORS: GOLDBERG STEVEN
REGION CODE ADDRESS : 11802 FOLKSTONE LANE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90077
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 598,202.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,195.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 65.93400
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,557,800.00
P & I AMT: 11,000.94 UPB AMT: 1,551,680.95
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 20
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007720196 MORTGAGORS: O'REILLY PATRICK
O'REILLY ANN
REGION CODE ADDRESS : 25942 EL SEGUNDO
01 CITY : LAGUNA HILLS
STATE/ZIP : CA 92653
MORTGAGE AMOUNT : 292,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,427.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,070.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 87.31300
----------------------------------------------------------------------------
0 0007720261 MORTGAGORS: MENENDEZ C.
THIBIANT ANNE-MARIE
REGION CODE ADDRESS : 1948 FLETCHER AVENUE
01 CITY : SOUTH PASADENA
STATE/ZIP : CA 91030
MORTGAGE AMOUNT : 340,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,753.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,353.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007720998 MORTGAGORS: EDWARDS JAMES
EDWARDS SUSAN
REGION CODE ADDRESS : 20271 EASTWOOD CIRCLE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92646
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,288.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,856.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007721277 MORTGAGORS: FAIRWEATHER JAMES
FAIRWEATHER ANGELA
REGION CODE ADDRESS : 1022 TURNSTONE ROAD
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 327,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,908.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,232.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007721285 MORTGAGORS: LESAR JENNIFER
SMITH DANA
REGION CODE ADDRESS : 7330 STARBOARD STREET
01 CITY : CALRSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 381,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 379,648.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,762.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 94.94500
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,597,500.00
P & I AMT: 11,274.91 UPB AMT: 1,592,026.52
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 21
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007723950 MORTGAGORS: LIOTTI MAURIZIO
LIOTTI BONNIE
REGION CODE ADDRESS : 84 HAMMERSMITH DR
01 CITY : SAUGUS
STATE/ZIP : MA 01906
MORTGAGE AMOUNT : 210,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 209,563.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,522.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007724362 MORTGAGORS: VAN BURK GERRIT
VAN BURK ELIZABETH
REGION CODE ADDRESS : 4877 WHEATSTONE DRIVE
01 CITY : FAIRFAX
STATE/ZIP : VA 22032
MORTGAGE AMOUNT : 160,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 159,483.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,077.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007724677 MORTGAGORS: LERITZ LYNDEL
STANSELL EDWIN
REGION CODE ADDRESS : 812 MYRTLE STREET
01 CITY : ATLANTA
STATE/ZIP : GA 30308
MORTGAGE AMOUNT : 337,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 336,383.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,245.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0007731029 MORTGAGORS: CULBERSON LEAH
REGION CODE ADDRESS : 435 WHITMORE DRIVE
01 CITY : ATLANTA
STATE/ZIP : GA 30305
MORTGAGE AMOUNT : 281,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,364.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,918.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007731375 MORTGAGORS: WILBER WILLIAM
WILBER MAURI
REGION CODE ADDRESS : 820 MARK WEST SPRINGS ROAD
01 CITY : SANTA ROSA
STATE/ZIP : CA 95404
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 346,852.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,358.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 47.61900
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,338,750.00
P & I AMT: 9,122.64 UPB AMT: 1,332,647.84
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 22
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007731854 MORTGAGORS: SMITH STEVEN
MEDEIROS ANA
REGION CODE ADDRESS : 4316 NORTH LARWIN AVENUE
01 CITY : CONCORD
STATE/ZIP : CA 94521
MORTGAGE AMOUNT : 239,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,654.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,634.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007731946 MORTGAGORS: GLEICHER STEVEN
UNELL LOUISE
REGION CODE ADDRESS : 5787 TRAILWOOD DRIVE
01 CITY : SANTA ROSA
STATE/ZIP : CA 95404
MORTGAGE AMOUNT : 476,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 474,537.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,287.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007731987 MORTGAGORS: BLANCHETTE TYRONE
BLANCHETTE KEELEY
REGION CODE ADDRESS : 1489 HAMPTON DRIVE
01 CITY : SUNNYVALE
STATE/ZIP : CA 94087
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,289.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,933.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007732019 MORTGAGORS: FOX BRIAN
FOX JACQUELINE
REGION CODE ADDRESS : 16217 ALPINE PLACE
01 CITY : LA MIRADA
STATE/ZIP : CA 90638
MORTGAGE AMOUNT : 336,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 334,942.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,320.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007734635 MORTGAGORS: BAILEY STEVEN
BAILEY GAYLE
REGION CODE ADDRESS : 640 BRADFORD ROAD
01 CITY : EL CAJON
STATE/ZIP : CA 92019
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,356.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,729.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,591,600.00
P & I AMT: 10,906.45 UPB AMT: 1,586,781.44
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 23
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007734783 MORTGAGORS: MOSES ANDREW
MOSES SUSAN
REGION CODE ADDRESS : 6491 DEERBROOK ROAD
01 CITY : OAK PARK
STATE/ZIP : CA 91301
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,691.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,021.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 55.71806
----------------------------------------------------------------------------
0 0007734957 MORTGAGORS: CLARK WILLIAM
CLARK SIGITA
REGION CODE ADDRESS : 20789 MALCOLM AVENUE
01 CITY : SARATOGA
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 815,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 813,626.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,353.98 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 77.61900
----------------------------------------------------------------------------
0 0007735533 MORTGAGORS: BALLOU JOHN
BALLOU LYNN
REGION CODE ADDRESS : 231 ORCHARD ROAD
01 CITY : ORINDA
STATE/ZIP : CA 94563
MORTGAGE AMOUNT : 434,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 433,198.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,038.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 78.28800
----------------------------------------------------------------------------
0 0007735954 MORTGAGORS: ARCHER KING
REGION CODE ADDRESS : 13 GUADALMINA DRIVE
01 CITY : DANA POINT
STATE/ZIP : CA 92629
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 498,425.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,410.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 71.42800
----------------------------------------------------------------------------
0 0007736556 MORTGAGORS: ARULAMPALAM NARESH
ARULAMPALAM SUHANTHI
REGION CODE ADDRESS : 11746 MONTE LEON WAY
01 CITY : NORTHRIDGE
STATE/ZIP : CA 91326
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,860.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,319.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,389,500.00
P & I AMT: 16,143.52 UPB AMT: 2,382,802.22
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 24
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007737224 MORTGAGORS: YAMAGUMA STEVE
TOMA LYNN
REGION CODE ADDRESS : 3641 VIREO AVENUE
01 CITY : SANTA CLARA
STATE/ZIP : CA 95051
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,992.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,182.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 54.70000
----------------------------------------------------------------------------
0 0007737968 MORTGAGORS: BARKER DONALD
BARKER ALISON
REGION CODE ADDRESS : 1279 CURTISS AVENUE
01 CITY : SAN JOSE
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 337,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 336,015.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,385.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 74.88800
----------------------------------------------------------------------------
0 0007738271 MORTGAGORS: WASHIASHI JEFFREY
WASHIASHI SUSAN
REGION CODE ADDRESS : 18418 MOUNT CHERIE CIRCLE
01 CITY : FOUNTAIN VALLEY
STATE/ZIP : CA 92708
MORTGAGE AMOUNT : 306,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,261.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,061.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007738479 MORTGAGORS: COHEN SERGE
COHEN WENDY
REGION CODE ADDRESS : 24611 CATALONIA CIRCLE
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92691
MORTGAGE AMOUNT : 260,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,378.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,820.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007738487 MORTGAGORS: ZINKAN RICHARD
ZINKAN JEANETTE
REGION CODE ADDRESS : 461 COUNTRY HILL ROAD
01 CITY : ANAHEIM
STATE/ZIP : CA 92808
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,270.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,114.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 65.95744
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,533,400.00
P & I AMT: 10,565.33 UPB AMT: 1,528,917.76
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 25
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007738495 MORTGAGORS: SLAVICK KURT
SLAVICK SUZY
REGION CODE ADDRESS : 145 SOUTH LA PEER DRIVE
01 CITY : BEVERLY HILLS
STATE/ZIP : CA 90211
MORTGAGE AMOUNT : 354,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 353,219.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,478.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 55.37500
----------------------------------------------------------------------------
0 0007738511 MORTGAGORS: FIANCE ROBERT
FIANCE BETH
REGION CODE ADDRESS : 2645 COUNTRY LANE
01 CITY : WESTLAKE VILLAGE
STATE/ZIP : CA 91361
MORTGAGE AMOUNT : 389,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 387,762.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,723.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 69.55357
----------------------------------------------------------------------------
0 0007738529 MORTGAGORS: ENNIS CRAIG
ENNIS VICKIE
REGION CODE ADDRESS : 2195 CHANDLER DRIVE
01 CITY : TUSTIN
STATE/ZIP : CA 92782
MORTGAGE AMOUNT : 520,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 518,402.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,591.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 67.53246
----------------------------------------------------------------------------
0 0007738537 MORTGAGORS: ELLIOTT GRAYDON
REGION CODE ADDRESS : 572 SPRINGFIELD AVENUE
01 CITY : OCEANSIDE
STATE/ZIP : CA 92057
MORTGAGE AMOUNT : 238,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,785.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,667.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0007738552 MORTGAGORS: BROWN JOHN
BROWN VICTORIA
REGION CODE ADDRESS : 3 SANTA CATALINA
01 CITY : RANCHO SANTA MARGARITA AR
STATE/ZIP : CA 92688
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,366.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,052.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 89.23077
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,792,400.00
P & I AMT: 12,513.23 UPB AMT: 1,786,535.56
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 26
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007738578 MORTGAGORS: REARDON WILLIAM
REARDON CHRISTINE
REGION CODE ADDRESS : 8881 DORSETT DRIVE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92646
MORTGAGE AMOUNT : 324,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 323,255.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,237.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007738586 MORTGAGORS: MOXLEY PATRICK
MOXLEY MARY
REGION CODE ADDRESS : 32922 BROOKSEED DRIVE
01 CITY : TRABUCO CANYON
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 338,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 336,926.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,392.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 76.81818
----------------------------------------------------------------------------
0 0007738594 MORTGAGORS: GOLDSTEIN RONALD
GOLDSTEIN ANITA
REGION CODE ADDRESS : 28575 MALABAR ROAD
01 CITY : TRABUCO CANYON
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 240,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,878.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,682.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 66.83300
----------------------------------------------------------------------------
0 0007738602 MORTGAGORS: WONG CARLTON
WATANABE MARCIA
REGION CODE ADDRESS : 4221 VIA VALMONTE
01 CITY : PALOS VERDES ESTATES
STATE/ZIP : CA 90274
MORTGAGE AMOUNT : 375,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 373,989.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,527.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007738610 MORTGAGORS: IRWIN DAVID
IRWIN SHEILA
REGION CODE ADDRESS : 6526 PINION STREET
01 CITY : AGOURA HILLS
STATE/ZIP : CA 91301
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,156.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,120.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 89.96900
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,573,800.00
P & I AMT: 10,960.85 UPB AMT: 1,569,206.19
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 27
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007738628 MORTGAGORS: VILLAFUERTE CONRAD
VILLAFUERTE LAURA
REGION CODE ADDRESS : 8752 HUDSON RIVER CIRCLE
01 CITY : FOUNTAIN VALLEY
STATE/ZIP : CA 92708
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,431.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,840.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.38900
----------------------------------------------------------------------------
0 0007738636 MORTGAGORS: MARKUS RICHARD
MARKUS LISA
REGION CODE ADDRESS : 2105 #A PULLMAN LANE
01 CITY : REDONDO BEACH
STATE/ZIP : CA 90278
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,111.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,944.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 74.02500
----------------------------------------------------------------------------
0 0007738644 MORTGAGORS: TALLEY ROBYNE
OLSON CHRIS
REGION CODE ADDRESS : 913 PATRICIA WAY
01 CITY : SAN RAFAEL
STATE/ZIP : CA 94903
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,384.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,851.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 57.02100
----------------------------------------------------------------------------
0 0007738651 MORTGAGORS: MATTOX TYLER
MATTOX H.
REGION CODE ADDRESS : 868 WILSON STREET
01 CITY : LAGUNA BEACH
STATE/ZIP : CA 92651
MORTGAGE AMOUNT : 306,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,105.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,165.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 64.42100
----------------------------------------------------------------------------
0 0007738669 MORTGAGORS: RUHFUS FRANK
RUHFUS PUSHPA
REGION CODE ADDRESS : 2924 WINLOCK ROAD
01 CITY : TORRANCE
STATE/ZIP : CA 90505
MORTGAGE AMOUNT : 231,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 231,041.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,560.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,350,600.00
P & I AMT: 9,361.68 UPB AMT: 1,347,074.96
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 28
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007738677 MORTGAGORS: CHALMERS RODERICK
CHALMERS ANDREA
REGION CODE ADDRESS : 1104 DANA DRIVE
01 CITY : COSTA MESA
STATE/ZIP : CA 92626
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,396.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,684.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 62.50000
----------------------------------------------------------------------------
0 0007738685 MORTGAGORS: SIDES SAM
SIDES CINDY
REGION CODE ADDRESS : 3 HENRY
01 CITY : IRVINE
STATE/ZIP : CA 92620
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,637.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,013.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 10/01/18
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 78.12500
----------------------------------------------------------------------------
0 0007738693 MORTGAGORS: MCDONOUGH JOSEPH
MCDONOUGH JULIE
REGION CODE ADDRESS : 39 FRANCISCAN PLACE
01 CITY : POMONA
STATE/ZIP : CA 91766
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,295.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,896.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.00000
----------------------------------------------------------------------------
0 0007738701 MORTGAGORS: CANTEEN JAMES
CANTEEN ALICE
REGION CODE ADDRESS : 7919 SAN FELIPE STREET
01 CITY : SAN DIEGO
STATE/ZIP : CA 92114
MORTGAGE AMOUNT : 130,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 129,801.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 897.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 94.20300
----------------------------------------------------------------------------
0 0007738719 MORTGAGORS: COYLE-MILLER CYNTHIA
REGION CODE ADDRESS : 9036 DAVID AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90034
MORTGAGE AMOUNT : 340,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,698.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,322.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,255,500.00
P & I AMT: 8,815.11 UPB AMT: 1,251,828.39
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 29
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007738743 MORTGAGORS: COTTLE WILLIAM
COTTLE KYMBERLY
REGION CODE ADDRESS : 18808 SANTA ISADORA STREET
01 CITY : FOUNTAIN VALLEY
STATE/ZIP : CA 92708
MORTGAGE AMOUNT : 330,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 329,491.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,280.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 78.63000
----------------------------------------------------------------------------
0 0007738776 MORTGAGORS: SABRAW DANA
STEPHAN SUMMER
REGION CODE ADDRESS : 10752 SUNSET RIDGE DRIVE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92131
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,088.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,208.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007738784 MORTGAGORS: SCHAUB KENNETH
SCHAUB DEBORAH
REGION CODE ADDRESS : 1943 OBERLIN AVENUE
01 CITY : THOUSAND OAKS
STATE/ZIP : CA 91360
MORTGAGE AMOUNT : 271,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,645.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,852.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007738792 MORTGAGORS: CURRY PHILLIP
CURRY CHRYSTYNE
REGION CODE ADDRESS : 17655 BELLE HELENE COURT
01 CITY : SAN DIEGO
STATE/ZIP : CA 92128
MORTGAGE AMOUNT : 262,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,174.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,787.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007738800 MORTGAGORS: DOBBS STEVEN
DOBBS JUNE
REGION CODE ADDRESS : 1840 CONEJO LANE
01 CITY : FULLERTON
STATE/ZIP : CA 92833
MORTGAGE AMOUNT : 293,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,742.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,051.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.94500
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,469,150.00
P & I AMT: 10,180.20 UPB AMT: 1,465,142.29
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 30
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007738818 MORTGAGORS: MCMILLIN JAMES
MCMILLIN NANCY
REGION CODE ADDRESS : 17361 HOLIDAY DRIVE
01 CITY : MORGAN HILL
STATE/ZIP : CA 95037
MORTGAGE AMOUNT : 372,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 371,187.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,633.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007738826 MORTGAGORS: VOLPI ROCCI
VOLPI LORETTA
REGION CODE ADDRESS : 725 SOUTH RIDGEMARK DRIVE
01 CITY : HOLLISTER
STATE/ZIP : CA 95023
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,388.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,981.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007738834 MORTGAGORS: ZHU YUN
WANG XUEYAN
REGION CODE ADDRESS : 330 BEACH PARK BOULEVARD
01 CITY : FOSTER CITY
STATE/ZIP : CA 94404
MORTGAGE AMOUNT : 452,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 450,578.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,083.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007738842 MORTGAGORS: DUKHOVNY ALEC
DUKHOVNY TATYANA
REGION CODE ADDRESS : 277 16TH AVENUE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94118
MORTGAGE AMOUNT : 358,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 357,197.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,503.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 58.68800
----------------------------------------------------------------------------
0 0007738859 MORTGAGORS: ASHE JON
REGION CODE ADDRESS : 294 IGNACIO VALLEY CIRCLE
01 CITY : NOVATO
STATE/ZIP : CA 94949
MORTGAGE AMOUNT : 299,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,579.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,092.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,761,250.00
P & I AMT: 12,293.86 UPB AMT: 1,756,931.66
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 31
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007738867 MORTGAGORS: YAO CHIA-YIAO
ZHANG CHUN
REGION CODE ADDRESS : 335 GRAU DRIVE
01 CITY : FREMONT
STATE/ZIP : CA 94536
MORTGAGE AMOUNT : 294,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,324.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,030.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------------------
0 0007738875 MORTGAGORS: TOWNSEND BRETT
TOWNSEND KIMBERLY
REGION CODE ADDRESS : 2327 BEN HUR COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95124
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,956.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,262.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 63.07900
----------------------------------------------------------------------------
0 0007738909 MORTGAGORS: SCHUTTS BRADFORD
REGION CODE ADDRESS : 3789 PONDEROSA WAY
01 CITY : PALM SPRINGS
STATE/ZIP : CA 92262
MORTGAGE AMOUNT : 243,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,786.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,637.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.93700
----------------------------------------------------------------------------
0 0007738917 MORTGAGORS: ARNOLD TIMOTHY
ARNOLD KIM
REGION CODE ADDRESS : 2119 WOOD ROAD
01 CITY : FULTON
STATE/ZIP : CA 95439
MORTGAGE AMOUNT : 275,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,247.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,952.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 75.57500
----------------------------------------------------------------------------
0 0007738966 MORTGAGORS: NAJARIAN PAUL
NAJARIAN VIRGINIA
REGION CODE ADDRESS : 5460 SMOKEY MOUNTAIN WAY
01 CITY : YORBA LINDA
STATE/ZIP : CA 92887
MORTGAGE AMOUNT : 393,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 392,802.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,653.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.98700
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,546,650.00
P & I AMT: 10,535.32 UPB AMT: 1,542,117.81
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 32
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007738974 MORTGAGORS: EHRET JASON
EHRET JEANINE
REGION CODE ADDRESS : 1324 9TH STREET
01 CITY : CORONADO
STATE/ZIP : CA 92118
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,238.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,377.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007738982 MORTGAGORS: CONGDON ALIA
CHARLES DUTTCH
REGION CODE ADDRESS : 800 BOCCACCIO AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90291
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,388.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,981.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007739022 MORTGAGORS: SACHS SANDRA
GANS ROBIN
REGION CODE ADDRESS : 930 NORTH WETHERLY DRIVE #302
01 CITY : WEST HOLLYWOOD
STATE/ZIP : CA 90069
MORTGAGE AMOUNT : 345,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 344,207.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,382.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007739048 MORTGAGORS: DOYLE JONATHAN
DOYLE NATHALIE
REGION CODE ADDRESS : 6704 RANDIWOOD LANE
01 CITY : LOS ANGELOS,WEST HILLS AR
STATE/ZIP : CA 91307
MORTGAGE AMOUNT : 287,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,935.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,963.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99400
----------------------------------------------------------------------------
0 0007739055 MORTGAGORS: JHA SWAPAN
JHA RINA
REGION CODE ADDRESS : 5 CRAGMONT COURT
01 CITY : SAN MATEO
STATE/ZIP : CA 94403
MORTGAGE AMOUNT : 512,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 510,852.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,579.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,764,900.00
P & I AMT: 12,285.96 UPB AMT: 1,760,622.16
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 33
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007739071 MORTGAGORS: ABRAMS JOSEPH
TOLEIKIS JENNIFER
REGION CODE ADDRESS : 64 GLADYS ST
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94110
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,378.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,800.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007739089 MORTGAGORS: ROSE WENDY
ROSE ERIK
REGION CODE ADDRESS : 6450 CASA VISTA DRIVE
01 CITY : LOOMIS
STATE/ZIP : CA 95650
MORTGAGE AMOUNT : 293,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,353.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,976.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 89.96932
----------------------------------------------------------------------------
0 0007739105 MORTGAGORS: JOHNSON MARK
JOHNSON SHAUN
REGION CODE ADDRESS : 957 SNYDER LANE
01 CITY : WALNUT CREEK
STATE/ZIP : CA 94598
MORTGAGE AMOUNT : 264,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,076.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,805.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 56.31900
----------------------------------------------------------------------------
0 0007739121 MORTGAGORS: TATE ROBERT
TATE AMY
REGION CODE ADDRESS : 18121 MOUNTAIN VIEW COURT
01 CITY : LOS GATOS
STATE/ZIP : CA 95033
MORTGAGE AMOUNT : 313,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,861.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,139.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007739154 MORTGAGORS: COHEN MICHAEL
COHEN VICTORIA
REGION CODE ADDRESS : 3922 22ND STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94114
MORTGAGE AMOUNT : 400,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,879.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,768.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,536,400.00
P & I AMT: 10,490.24 UPB AMT: 1,532,549.64
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 34
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007739162 MORTGAGORS: KAUFER DAVID
KAUFER RENEE
REGION CODE ADDRESS : 1817 SINCLAIR DRIVE
01 CITY : PLEASANTON
STATE/ZIP : CA 94588
MORTGAGE AMOUNT : 273,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,939.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,843.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007739170 MORTGAGORS: BEESE MICHAEL
REGION CODE ADDRESS : 1738 17TH AVENUE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94122
MORTGAGE AMOUNT : 333,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 332,833.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,304.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007739188 MORTGAGORS: ROMERO LEO
FLANDERS MARIAN
REGION CODE ADDRESS : 27490 OAKSIDE DRIVE
01 CITY : DAVIS
STATE/ZIP : CA 95616
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,249.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,944.51 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007739196 MORTGAGORS: CHUA JOHNSY
CHUA THERESA
REGION CODE ADDRESS : 109 GLASGOW LANE
01 CITY : SAN CARLOS
STATE/ZIP : CA 94070
MORTGAGE AMOUNT : 544,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 543,947.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,716.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007739204 MORTGAGORS: GARCIA DAVID
GARCIA MARIA
REGION CODE ADDRESS : 3794 COUNTRY CLUB DRIVE
01 CITY : REDWOOD CITY
STATE/ZIP : CA 94061
MORTGAGE AMOUNT : 267,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,230.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,754.01 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 51.34600
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,715,000.00
P & I AMT: 11,562.42 UPB AMT: 1,711,200.97
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 35
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007739212 MORTGAGORS: AHLSTROM CRAIG
REGION CODE ADDRESS : 2085 WEST CALIFORNIA STREET
01 CITY : SAN DIEGO
STATE/ZIP : CA 92110
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,171.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,964.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 68.57100
----------------------------------------------------------------------------
0 0007739238 MORTGAGORS: MOZENA JULIE
GREENWOOD TREVOR
REGION CODE ADDRESS : 196 THE ALAMEDA
01 CITY : SAN ANSELMO
STATE/ZIP : CA 94960
MORTGAGE AMOUNT : 308,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 307,274.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,101.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007739253 MORTGAGORS: PATTI PHILIP
PATTI GRETCHEN
REGION CODE ADDRESS : 3575 RIDGE ROAD
01 CITY : TEMPLETON
STATE/ZIP : CA 93465
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,435.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,093.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/18
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 55.10200
----------------------------------------------------------------------------
0 0007739261 MORTGAGORS: RHODIE JEFFREY
CHAUM DEBRA
REGION CODE ADDRESS : 1273 GUERRERO STREET #202
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94110
MORTGAGE AMOUNT : 344,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 343,209.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,375.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007739303 MORTGAGORS: MULLEN BARRY
MULLEN MARY
REGION CODE ADDRESS : 2486 IVORY WAY
01 CITY : OXNARD
STATE/ZIP : CA 93030
MORTGAGE AMOUNT : 267,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,219.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,889.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 72.16200
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,477,000.00
P & I AMT: 10,424.83 UPB AMT: 1,472,311.27
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 36
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007739329 MORTGAGORS: DILEVA ANTHONY
DILEVA KIMBERLY
REGION CODE ADDRESS : 1720 WEST 26TH STREET
01 CITY : SAN PEDRO AREA
STATE/ZIP : CA 90732
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,670.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,692.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.38400
----------------------------------------------------------------------------
0 0007739360 MORTGAGORS: SPAETH OLIVER
SPAETH LAURA
REGION CODE ADDRESS : 2375 SUNFLOWER CIRCLE
01 CITY : GILROY
STATE/ZIP : CA 95020
MORTGAGE AMOUNT : 395,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 394,085.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,730.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 63.75800
----------------------------------------------------------------------------
0 0007739378 MORTGAGORS: PARK CHUL
PARK YOON
REGION CODE ADDRESS : 1161 CREEKWOOD DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95129
MORTGAGE AMOUNT : 315,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,505.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,181.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.67100
----------------------------------------------------------------------------
0 0007739386 MORTGAGORS: LAI PATRICK
LAI POLLY
REGION CODE ADDRESS : 15183 ORION ROAD
01 CITY : SAN LEANDRO
STATE/ZIP : CA 94579
MORTGAGE AMOUNT : 308,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 307,698.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,184.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.98900
----------------------------------------------------------------------------
0 0007739402 MORTGAGORS: BANDANZA PAUL
BANDANZA LIANE
REGION CODE ADDRESS : 15371 STRATFORD DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95124
MORTGAGE AMOUNT : 300,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,109.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,077.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,565,600.00
P & I AMT: 10,866.07 UPB AMT: 1,560,069.19
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 37
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007739410 MORTGAGORS: SPEKTOR SEMYON
SPEKTOR TATYANA
REGION CODE ADDRESS : 766 33RD AVENUE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94121
MORTGAGE AMOUNT : 365,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 363,906.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,552.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 59.83600
----------------------------------------------------------------------------
0 0007739428 MORTGAGORS: EDWARDS JEFFREY
EDWARDS MARY
REGION CODE ADDRESS : 1682 23RD AVENUE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94122
MORTGAGE AMOUNT : 323,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 322,258.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,230.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 89.97200
----------------------------------------------------------------------------
0 0007739436 MORTGAGORS: JENKINS ROBERT
JENKINS NANCY
REGION CODE ADDRESS : 1411 PLEASANT HILL ROAD
01 CITY : SEBASTOPOL
STATE/ZIP : CA 95472
MORTGAGE AMOUNT : 725,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 723,778.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,762.74 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 65.90900
----------------------------------------------------------------------------
0 0007739444 MORTGAGORS: TORRES ALMA
REGION CODE ADDRESS : 3251 VINTAGE OAKS COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95148
MORTGAGE AMOUNT : 308,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 306,625.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,049.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007739451 MORTGAGORS: HARRELL DOUGLAS
HARRELL VERNICE
REGION CODE ADDRESS : 609 ARCADIA TERRACE #201
01 CITY : SUNNYVALE
STATE/ZIP : CA 94086
MORTGAGE AMOUNT : 253,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,052.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,730.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,974,650.00
P & I AMT: 13,325.26 UPB AMT: 1,969,621.39
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 38
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007739485 MORTGAGORS: HSU STELLA
HSU HILARY
REGION CODE ADDRESS : 10 JADE PLACE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94131
MORTGAGE AMOUNT : 556,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 555,192.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,935.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 76.16400
----------------------------------------------------------------------------
0 0007739493 MORTGAGORS: SCHOUSTRA RICHARD
ROGERS HOLLY
REGION CODE ADDRESS : 1350 COLUMBUS AVENUE
01 CITY : BURLINGAME
STATE/ZIP : CA 94010
MORTGAGE AMOUNT : 395,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 393,756.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,694.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 53.02000
----------------------------------------------------------------------------
0 0007740335 MORTGAGORS: LISOWSKI FRANK
LISOWSKI CAREY
REGION CODE ADDRESS : 5636 BERGAMO COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95118
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,366.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,052.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 51.32743
----------------------------------------------------------------------------
0 0007747140 MORTGAGORS: RIORDAN STEPHEN
REGION CODE ADDRESS : 164 PAGE ROAD
01 CITY : VALLEY STREAM
STATE/ZIP : NY 11581
MORTGAGE AMOUNT : 149,990.00 OPTION TO CONVERT :
UNPAID BALANCE : 149,529.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,035.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.06000
----------------------------------------------------------------------------
0 0007747165 MORTGAGORS: WALKER ALAN
REGION CODE ADDRESS : 59 SCOFIELD ROAD
01 CITY : POUND RIDGE
STATE/ZIP : NY 10576
MORTGAGE AMOUNT : 58,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 58,220.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 403.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 14.97435
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,449,390.00
P & I AMT: 10,121.84 UPB AMT: 1,446,064.98
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 39
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007747215 MORTGAGORS: TARNOVE EDNA
REGION CODE ADDRESS : 3200 PORT ROYALE DR N # 807
01 CITY : FORT LAUDERDALE
STATE/ZIP : FL 33308
MORTGAGE AMOUNT : 144,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 143,694.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 996.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 62.00000
----------------------------------------------------------------------------
0 0007747223 MORTGAGORS: MCKENNA TIMOTHY
DURIGAN MARY
REGION CODE ADDRESS : 5820 SATEL DRIVE
01 CITY : ORLANDO
STATE/ZIP : FL 32810
MORTGAGE AMOUNT : 138,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 137,413.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 906.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007747231 MORTGAGORS: SANDS JAMES
SANDS FELICIA
REGION CODE ADDRESS : 4100 GALT OCEAN DRIVE UNIT 203
01 CITY : FORT LAUDERDALE
STATE/ZIP : FL 33308
MORTGAGE AMOUNT : 115,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 114,557.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 794.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007747264 MORTGAGORS: SIDERMAN MIRTA
REGION CODE ADDRESS : 277 SOUTH SPALDDING DRIVE UNIT 203
01 CITY : BEVERLY HILLS
STATE/ZIP : CA 90212
MORTGAGE AMOUNT : 392,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 390,795.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,707.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007747330 MORTGAGORS: ANSELMO KAREN
ANSELMO ALBERT
REGION CODE ADDRESS : 39 CARNATION RD
01 CITY : LEVITTOWN
STATE/ZIP : NY 11756
MORTGAGE AMOUNT : 128,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 127,327.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 884.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 55.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 917,250.00
P & I AMT: 6,288.66 UPB AMT: 913,788.09
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 40
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007747355 MORTGAGORS: JANSEN JOHN
JANSEN WAYNE
REGION CODE ADDRESS : 99 WINDFLOWER N E
01 CITY : COMSTOCK PARK
STATE/ZIP : MI 49321
MORTGAGE AMOUNT : 150,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 149,422.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,036.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007747363 MORTGAGORS: COLAVECCHIO NICHOLAS
REGION CODE ADDRESS : 75-77 LANCASTER ROAD
01 CITY : WEST HARTFORD
STATE/ZIP : CT 06107
MORTGAGE AMOUNT : 144,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 143,638.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,094.50 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007747371 MORTGAGORS: BAKER DAVID
BAKER MELANIE
REGION CODE ADDRESS : 17080 TOMAHAWK TRAIL
01 CITY : PLYMOUTH
STATE/ZIP : IN 46563
MORTGAGE AMOUNT : 92,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 92,016.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 637.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 69.24700
----------------------------------------------------------------------------
0 0007747389 MORTGAGORS: LANGFORD R
LANGFORD SHERRI
REGION CODE ADDRESS : 15815 RALEIGH OAK LANE
01 CITY : CYPRESS
STATE/ZIP : TX 77429
MORTGAGE AMOUNT : 121,965.00 OPTION TO CONVERT :
UNPAID BALANCE : 121,539.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 842.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007747397 MORTGAGORS: STRONG WILLIAM
STRONG URSULA
REGION CODE ADDRESS : 13818 WALKERS CREEK DRIVE
01 CITY : CHARLOTTE
STATE/ZIP : NC 28273
MORTGAGE AMOUNT : 130,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 129,600.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 897.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 65.58800
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 638,265.00
P & I AMT: 4,508.28 UPB AMT: 636,216.97
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 41
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007747405 MORTGAGORS: HEIL TODD
REGION CODE ADDRESS : 2355 ALDEN WOODS DRIVE
01 CITY : JONESBORO
STATE/ZIP : GA 30236
MORTGAGE AMOUNT : 118,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 118,144.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 828.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007747439 MORTGAGORS: MOLDERS MARIA
MOLDERS ERIC
REGION CODE ADDRESS : 563 WILLOW GROVE ROAD
01 CITY : STONY POINT
STATE/ZIP : NY 10980
MORTGAGE AMOUNT : 175,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 174,365.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,238.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007747579 MORTGAGORS: EYZAGUIRRE ROBERTO
EYZAGUIRRE JUNE
REGION CODE ADDRESS : 9627 VAL VERDE
01 CITY : HOUSTON
STATE/ZIP : TX 77063
MORTGAGE AMOUNT : 109,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 109,163.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 756.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007747611 MORTGAGORS: ZABALA JOSE
ZABALA SANTA
REGION CODE ADDRESS : 1184 PARKWOOD PLACE
01 CITY : BROWNSVILLE
STATE/ZIP : TX 78520
MORTGAGE AMOUNT : 94,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 93,711.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 649.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007747629 MORTGAGORS: HETHERINGTON JUDY
REGION CODE ADDRESS : 336 OLMSTED RD
01 CITY : RIVERSIDE
STATE/ZIP : IL 60546
MORTGAGE AMOUNT : 198,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 197,890.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,370.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 69.49874
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 695,500.00
P & I AMT: 4,843.72 UPB AMT: 693,275.46
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 42
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007747637 MORTGAGORS: SHARP PAUL
SHARP SUSAN
REGION CODE ADDRESS : 113 RIVER BEND DRIVE
01 CITY : DAGSBORO
STATE/ZIP : DE 19939
MORTGAGE AMOUNT : 90,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 89,421.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 621.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007747652 MORTGAGORS: JOHNSON ROBERT
REGION CODE ADDRESS : 200 EVERGREEN LANE
01 CITY : YORK
STATE/ZIP : PA 17404
MORTGAGE AMOUNT : 92,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 92,542.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 641.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007747660 MORTGAGORS: RODRIGUEZ MAURA
REGION CODE ADDRESS : 1400 HERMANN DRIVE UNIT 3H
01 CITY : HOUSTON
STATE/ZIP : TX 77004
MORTGAGE AMOUNT : 114,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 113,859.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 789.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 67.00000
----------------------------------------------------------------------------
0 0007747678 MORTGAGORS: HARLLEE SUZANNE
REGION CODE ADDRESS : 7076 WILDWOOD CIRCLE UNIT 169
01 CITY : LOUISVILLE
STATE/ZIP : KY 40291
MORTGAGE AMOUNT : 60,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 59,768.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 414.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007747694 MORTGAGORS: GOODNIGHT SUE
REGION CODE ADDRESS : 7707 ROYAL LANE
01 CITY : DALLAS
STATE/ZIP : TX 75230
MORTGAGE AMOUNT : 135,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 134,426.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 886.86 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 492,200.00
P & I AMT: 3,353.95 UPB AMT: 490,018.90
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 43
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007747702 MORTGAGORS: TUBESING LEE
REGION CODE ADDRESS : 595 KINGS PEAK DRIVE
01 CITY : ALPHARETTA
STATE/ZIP : GA 30022
MORTGAGE AMOUNT : 218,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 217,330.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,505.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007748049 MORTGAGORS: GRIFFITH SCOTT
GRIFFITH CYNTHIA
REGION CODE ADDRESS : 3533 SOARING EAGLE LANE
01 CITY : CASTLE ROCK
STATE/ZIP : CO 80104
MORTGAGE AMOUNT : 255,920.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,255.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,659.89 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007748098 MORTGAGORS: AVAKYANTS SARKIS
REGION CODE ADDRESS : 1446 ALLEN AVENUE
01 CITY : GLENDALE
STATE/ZIP : CA 91201
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,201.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,005.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007752785 MORTGAGORS: MANGIAMELI LEONARD
MANGIAMELI EVELYN
REGION CODE ADDRESS : 3129 MCKINLEY WAY
03 CITY : COSTA MESA
STATE/ZIP : CA 92626
MORTGAGE AMOUNT : 213,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 213,140.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,531.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007754245 MORTGAGORS: DUNCAN DAREN
DUNCAN MELODY
REGION CODE ADDRESS : 12795 WOLFF COURT
01 CITY : BROOMFIELD
STATE/ZIP : CO 80020
MORTGAGE AMOUNT : 229,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,989.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,620.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 88.07600
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,196,670.00
P & I AMT: 8,323.69 UPB AMT: 1,192,917.70
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 44
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007754401 MORTGAGORS: DE FOREST RICHARD
DE FOREST GABRIELLE
REGION CODE ADDRESS : 3 MOUNTAIN GATE
01 CITY : COTO DE CAZA AREA
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 401,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 400,017.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,771.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007754419 MORTGAGORS: RAMOS DWIGHT
RAMOS IMELDA
REGION CODE ADDRESS : 16 VIA BABERA
01 CITY : RANCHO SANTA MARGARITA AR
STATE/ZIP : CA 92688
MORTGAGE AMOUNT : 302,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,919.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,039.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.99883
----------------------------------------------------------------------------
0 0007754427 MORTGAGORS: REILLY MICHAEL
REILLY ROSE
REGION CODE ADDRESS : 16888 ST. ANDREWS DRIVE
01 CITY : POWAY
STATE/ZIP : CA 92064
MORTGAGE AMOUNT : 351,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 350,411.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,399.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 65.14800
----------------------------------------------------------------------------
0 0007754492 MORTGAGORS: BROOKENS BENJAMIN
BROOKENS CAROL
REGION CODE ADDRESS : 4386 ARCADIAN DRIVE EAST
01 CITY : CASTRO VALLEY
STATE/ZIP : CA 94546
MORTGAGE AMOUNT : 295,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,646.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,991.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007754500 MORTGAGORS: WILLIAMS DAVID
WILLIAMS DANA
REGION CODE ADDRESS : 15305 METROPOL DRIVE
01 CITY : HACIENDA HEIGHTS
STATE/ZIP : CA 91745
MORTGAGE AMOUNT : 346,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,381.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,334.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,697,800.00
P & I AMT: 11,536.18 UPB AMT: 1,692,375.91
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 45
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007754542 MORTGAGORS: STAMPER ROBERT
STAMPER JUDITH
REGION CODE ADDRESS : 212 VIRGINIA PLACE
01 CITY : COSTA MESA
STATE/ZIP : CA 92627
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,144.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,149.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007754567 MORTGAGORS: HALLET JENNIFER
REGION CODE ADDRESS : 1919 RUHLAND AVENUE #A
01 CITY : REDONDO BEACH
STATE/ZIP : CA 90278
MORTGAGE AMOUNT : 359,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 357,444.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,359.69 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007754575 MORTGAGORS: THOMAS RICHARD
THOMAS JENNIWATI
REGION CODE ADDRESS : 5287 RURAL RIDGE CIRCLE
01 CITY : ANAHEIM
STATE/ZIP : CA 92807
MORTGAGE AMOUNT : 286,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,099.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,951.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007754583 MORTGAGORS: VANDERPOEL WILLIAM
VANDERPOEL NICOLE
REGION CODE ADDRESS : 330 MCARTHUR DRIVE
01 CITY : LITTLETON
STATE/ZIP : CO 80124
MORTGAGE AMOUNT : 305,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 304,226.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,003.63 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 67.77700
----------------------------------------------------------------------------
0 0007754625 MORTGAGORS: DOWNES JOSEPH
DOWNES LESA
REGION CODE ADDRESS : 1160 VALLECITO COURT
01 CITY : LAFAYETTE
STATE/ZIP : CA 94549
MORTGAGE AMOUNT : 499,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 497,853.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,446.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 53.08510
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,749,200.00
P & I AMT: 11,910.05 UPB AMT: 1,743,769.56
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 46
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007754633 MORTGAGORS: TOWNSLEY DAVID
VENNING-TOWNSLEY FRANCESCA
REGION CODE ADDRESS : 10960 LUCKY OAK STREET
01 CITY : CUPERTINO
STATE/ZIP : CA 95014
MORTGAGE AMOUNT : 456,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 454,454.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,995.60 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007754641 MORTGAGORS: SAXTON MARK
SAXTON ZELDA
REGION CODE ADDRESS : 2016 ORION COURT
01 CITY : SAN LEANDRO
STATE/ZIP : CA 94579
MORTGAGE AMOUNT : 335,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 333,945.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,285.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 89.97600
----------------------------------------------------------------------------
0 0007754658 MORTGAGORS: BERCAW MARC
REGION CODE ADDRESS : 22154 OLD SANTA CRUZ HIGHWAY
01 CITY : LOS GATOS
STATE/ZIP : CA 95030
MORTGAGE AMOUNT : 295,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,521.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,038.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007754666 MORTGAGORS: PUTRIS GEORGE
PUTRIS NANCY
REGION CODE ADDRESS : 642 WOODMONT AVENUE
01 CITY : BERKELEY
STATE/ZIP : CA 94708
MORTGAGE AMOUNT : 495,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 493,402.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,334.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007754674 MORTGAGORS: AMEIREH NASIR
REGION CODE ADDRESS : 2919 SALVINO COURT
01 CITY : RICHMOND
STATE/ZIP : CA 94803
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,184.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,901.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,853,200.00
P & I AMT: 12,556.53 UPB AMT: 1,847,508.95
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 47
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007754690 MORTGAGORS: JONES ANITA
POULIN WILLIAM
REGION CODE ADDRESS : 6 DUBLIN COURT
01 CITY : PLEASANT HILL
STATE/ZIP : CA 94523
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,181.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,981.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 75.67567
----------------------------------------------------------------------------
0 0007754708 MORTGAGORS: TANG BENJAMIN
TANG ANNE
REGION CODE ADDRESS : 173 GLASGOW LANE
01 CITY : SAN CARLOS
STATE/ZIP : CA 94070
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 448,511.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,993.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 52.02312
----------------------------------------------------------------------------
0 0007754716 MORTGAGORS: WU ZHENRONG
LIN HONG
REGION CODE ADDRESS : 20958 SHERMAN DRIVE
01 CITY : CASTRO VALLEY
STATE/ZIP : CA 94552
MORTGAGE AMOUNT : 260,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,779.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,777.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.98600
----------------------------------------------------------------------------
0 0007754740 MORTGAGORS: MILLER-HEALY NICOLE
HEALY JAMES
REGION CODE ADDRESS : 863 WOODLAND AVENUE
01 CITY : MENLO PARK
STATE/ZIP : CA 94025
MORTGAGE AMOUNT : 380,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 379,651.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,662.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007754757 MORTGAGORS: HUNSICKER GRANT
HUNSICKER TRACY
REGION CODE ADDRESS : 223 DONEGAL WAY
01 CITY : MARTINEZ
STATE/ZIP : CA 96553
MORTGAGE AMOUNT : 255,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,285.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,783.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 94.99000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,626,450.00
P & I AMT: 11,199.40 UPB AMT: 1,621,409.66
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 48
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007754765 MORTGAGORS: BRANICH THOMAS
BRANICH DEBORAH
REGION CODE ADDRESS : 104 LA ENCINAL COURT
01 CITY : CLAYTON
STATE/ZIP : CA 94517
MORTGAGE AMOUNT : 337,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 335,734.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,357.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007754781 MORTGAGORS: FAKIH NASSER
NAVARRO JILL
REGION CODE ADDRESS : 2465 VERWOOD DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95130
MORTGAGE AMOUNT : 265,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,784.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,834.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007754849 MORTGAGORS: CIVELLO JOSEPH
KAW ROSE
REGION CODE ADDRESS : 1501 OWLS PERCH PLACE
01 CITY : SANTA ROSA
STATE/ZIP : CA 95409
MORTGAGE AMOUNT : 274,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,322.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,822.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.99579
----------------------------------------------------------------------------
0 0007754880 MORTGAGORS: HERBER STEVEN
JONES-HERBER KATHERINE
REGION CODE ADDRESS : 1172 MEADOWCREEK CIRCLE
01 CITY : ST. HELENA
STATE/ZIP : CA 94574
MORTGAGE AMOUNT : 383,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 382,141.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,677.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.98362
----------------------------------------------------------------------------
0 0007754898 MORTGAGORS: GILGER STEVEN
GILGER PATRICE
REGION CODE ADDRESS : 2383 HIGHVIEW TRAIL
01 CITY : VISTA
STATE/ZIP : CA 92084
MORTGAGE AMOUNT : 333,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 332,272.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,356.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 67.95918
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,592,800.00
P & I AMT: 11,050.05 UPB AMT: 1,588,255.44
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 49
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007754906 MORTGAGORS: DENT ANDREW
DENT KATHLEEN
REGION CODE ADDRESS : 8138 BRITTANY DRIVE
01 CITY : DUBLIN
STATE/ZIP : CA 94568
MORTGAGE AMOUNT : 416,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 414,223.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,809.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.12600
----------------------------------------------------------------------------
0 0007754914 MORTGAGORS: WOLF DAVID
RING LIZA
REGION CODE ADDRESS : 40 LARRY LANE
01 CITY : OAKLAND
STATE/ZIP : CA 94611
MORTGAGE AMOUNT : 464,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 462,427.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,048.15 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007754922 MORTGAGORS: CECIL SCOTT
CECIL KARIN
REGION CODE ADDRESS : 520 MONTEREY DRIVE
01 CITY : APTOS
STATE/ZIP : CA 95003
MORTGAGE AMOUNT : 249,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,221.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,719.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007754930 MORTGAGORS: COLIN ENRIQUE
COLIN GEORGINA
REGION CODE ADDRESS : 5960 ASTER DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95123
MORTGAGE AMOUNT : 392,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 390,815.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,674.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------------------
0 0007754955 MORTGAGORS: DORSETT DAVID
DORSETT DOROTHEA
REGION CODE ADDRESS : 3281 MARILYN COURT
01 CITY : PLEASANTON
STATE/ZIP : CA 94588
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 358,866.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,455.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,882,000.00
P & I AMT: 12,707.30 UPB AMT: 1,874,553.90
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 50
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007754971 MORTGAGORS: SMITH BENJAMIN
LINEHAN JAIME
REGION CODE ADDRESS : 1722 BEVIN BROOK DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95112
MORTGAGE AMOUNT : 136,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 135,612.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 974.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007754989 MORTGAGORS: RUSSO RICK
RUSSO LORI
REGION CODE ADDRESS : 22694 PICADOR DRIVE
01 CITY : SALINAS
STATE/ZIP : CA 93908
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,993.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,102.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007754997 MORTGAGORS: OCAMPO DAVID
OCAMPO SONIA
REGION CODE ADDRESS : 2196 ESTEE COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95133
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,310.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,072.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 78.23500
----------------------------------------------------------------------------
0 0007755010 MORTGAGORS: COOPER BRENT
COOPER SWINDER
REGION CODE ADDRESS : 2195 VISTA ENTRADA
01 CITY : NEWPORT BEACH
STATE/ZIP : CA 92660
MORTGAGE AMOUNT : 298,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,030.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,088.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 78.60526
----------------------------------------------------------------------------
0 0007755093 MORTGAGORS: MATTHEWS DAVID
MATTHEWS EVA
REGION CODE ADDRESS : 83 HIGH MEADOW LANE
01 CITY : CARMEL AREA
STATE/ZIP : CA 93923
MORTGAGE AMOUNT : 247,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,183.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,643.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 63.33300
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,293,700.00
P & I AMT: 8,880.21 UPB AMT: 1,290,130.14
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 51
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007755101 MORTGAGORS: PETERSON CHARLES
PETERSON REGINA
REGION CODE ADDRESS : 31821 VIA PERDIZ
01 CITY : COTO DE CAZA AREA
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 379,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 378,107.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,585.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.14400
----------------------------------------------------------------------------
0 0007755119 MORTGAGORS: KENNEDY GREGORY
KENNEDY JANEL
REGION CODE ADDRESS : 457 OGLE STREET
01 CITY : COSTA MESA
STATE/ZIP : CA 92627
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,017.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,953.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 67.44100
----------------------------------------------------------------------------
0 0007755135 MORTGAGORS: PANSINI TRACY
PANSINI DANA
REGION CODE ADDRESS : 9829 MCBROOM STREET
01 CITY : SUNLAND AREA
STATE/ZIP : CA 91040
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 448,991.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,146.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 78.26000
----------------------------------------------------------------------------
0 0007755168 MORTGAGORS: GALLERY LAWRENCE
NIELSEN-GALLERY BRITTA
REGION CODE ADDRESS : 33912 VIA DE AGUA
01 CITY : SAN JUAN CAPISTRANO
STATE/ZIP : CA 92675
MORTGAGE AMOUNT : 269,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,792.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,885.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007755176 MORTGAGORS: GRAY MATTHEW
GRAY LISA
REGION CODE ADDRESS : 24662 VIA DEL ORO
01 CITY : LAGUNA NIGUEL
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 294,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,607.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,007.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,682,900.00
P & I AMT: 11,578.42 UPB AMT: 1,678,516.59
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 52
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007755184 MORTGAGORS: ABERCROMBIE A.
ABERCROMBIE ANNETTE
REGION CODE ADDRESS : 4295 SMOKETREE AVENUE
01 CITY : YORBA LINDA
STATE/ZIP : CA 92886
MORTGAGE AMOUNT : 356,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 354,906.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,458.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007755192 MORTGAGORS: TOLLMAN STANLEY
TOLLMAN HARRIETTE
REGION CODE ADDRESS : 15182 TOURAINE WAY
01 CITY : IRVINE
STATE/ZIP : CA 92604
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,330.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,734.29 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007755218 MORTGAGORS: ARMSTRONG SEAN
ARMSTRONG MELANIE
REGION CODE ADDRESS : 31282 VIA SONORA
01 CITY : SAN JUAN CAPISTRANO
STATE/ZIP : CA 92675
MORTGAGE AMOUNT : 236,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,306.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,610.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 94.98994
----------------------------------------------------------------------------
0 0007755226 MORTGAGORS: HOOD BRIDGETTE
REGION CODE ADDRESS : 11207 ACORO STREET
01 CITY : CERRITOS
STATE/ZIP : CA 90703
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,480.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,812.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 88.33900
----------------------------------------------------------------------------
0 0007755234 MORTGAGORS: HUDDLESTON M.
HUDDLESTON PEGGY
REGION CODE ADDRESS : 13455 MONTSERRAT COURT
01 CITY : CHINO HILLS
STATE/ZIP : CA 91709
MORTGAGE AMOUNT : 282,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,080.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,954.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.99038
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,389,000.00
P & I AMT: 9,570.31 UPB AMT: 1,385,105.25
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 53
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007755242 MORTGAGORS: ROBINSON JOHN
ROBINSON DIANNE
REGION CODE ADDRESS : 15431 VASSAR STREET
01 CITY : WESTMINSTER
STATE/ZIP : CA 92683
MORTGAGE AMOUNT : 248,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,044.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,655.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007755259 MORTGAGORS: MCMULLEN ROBERT
MCMULLEN REBECCA
REGION CODE ADDRESS : 195 COUNTRY CLUB DRIVE
01 CITY : CASTLE ROCK
STATE/ZIP : CO 80104
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 373,819.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,558.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 57.51533
----------------------------------------------------------------------------
0 0007755333 MORTGAGORS: LAIRD LYLE
LAIRD LESLIE
REGION CODE ADDRESS : 745 SOUTH COLUMBINE STREET
01 CITY : DENVER
STATE/ZIP : CO 80209
MORTGAGE AMOUNT : 253,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,738.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,706.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 77.95384
----------------------------------------------------------------------------
0 0007755358 MORTGAGORS: ROBERTS JEFFREY
ROBERTS KAREN
REGION CODE ADDRESS : 1720 HUDSON STREET
01 CITY : DENVER
STATE/ZIP : CO 80220
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,275.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,021.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 52.17391
----------------------------------------------------------------------------
0 0007755366 MORTGAGORS: DECKER RONALD
REGION CODE ADDRESS : 5105 ASTA COURT
01 CITY : PLYMOUTH
STATE/ZIP : CA 95669
MORTGAGE AMOUNT : 242,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,524.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,693.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,419,400.00
P & I AMT: 9,635.31 UPB AMT: 1,415,401.93
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 54
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007755408 MORTGAGORS: LEWIS JOSEPH
LEWIS ELIZABETH
REGION CODE ADDRESS : 10062 CYNTHIA DRIVE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92646
MORTGAGE AMOUNT : 295,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,504.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,013.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007755416 MORTGAGORS: LEUPOLD CRAIG
LEUPOLD STEPHANIE
REGION CODE ADDRESS : 11632 VISTA MAR
01 CITY : SANTA ANA AREA
STATE/ZIP : CA 92705
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 648,392.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,324.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.71200
----------------------------------------------------------------------------
0 0007755424 MORTGAGORS: HURLEY THOMAS
HURLEY KAREN
REGION CODE ADDRESS : 7516 WEST 83RD STREET
01 CITY : PLAYA DEL REY AREA
STATE/ZIP : CA 90293
MORTGAGE AMOUNT : 383,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 382,120.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,645.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 58.92300
----------------------------------------------------------------------------
0 0007755614 MORTGAGORS: BRADFORD THOMAS
BRADFORD BARBARA
REGION CODE ADDRESS : 492 NOB HILL TRAIL
01 CITY : FRANKTOWN
STATE/ZIP : CO 80116
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,031.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,021.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 73.17073
----------------------------------------------------------------------------
0 0007755697 MORTGAGORS: TALLEY DOUGLAS
REGION CODE ADDRESS : 24027 GENESSEE ROAD
01 CITY : GOLDEN
STATE/ZIP : CO 80401
MORTGAGE AMOUNT : 350,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,764.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,451.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,978,750.00
P & I AMT: 13,455.80 UPB AMT: 1,973,813.95
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 55
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007755804 MORTGAGORS: YANOFSKY JOSEPH
REGION CODE ADDRESS : 8653 EAST MINERAL CIRCLE
01 CITY : ENGLEWOOD
STATE/ZIP : CO 80112
MORTGAGE AMOUNT : 233,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,437.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,569.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 89.99613
----------------------------------------------------------------------------
0 0007755960 MORTGAGORS: HAMMACK DANIEL
HAMMACK ELENA
REGION CODE ADDRESS : 1411 WOODHAVEN DRIVE
01 CITY : FRANKTOWN
STATE/ZIP : CO 80116
MORTGAGE AMOUNT : 263,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,231.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,733.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.99300
----------------------------------------------------------------------------
0 0007755986 MORTGAGORS: HAYDEN DEBORAH
WALSH NIGEL
REGION CODE ADDRESS : 63 PAN DE VIDA
01 CITY : SANTA FE
STATE/ZIP : NM 87505
MORTGAGE AMOUNT : 239,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,738.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,656.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 57.10714
----------------------------------------------------------------------------
0 0007756612 MORTGAGORS: HOVLAND KARI
REGION CODE ADDRESS : 40 ORD COURT
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94114
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 313,786.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,175.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 72.08200
----------------------------------------------------------------------------
0 0007756646 MORTGAGORS: ARIS BRADLEY
MOSS DEBORAH
REGION CODE ADDRESS : 36 CRAWFORD COURT
01 CITY : WALNUT CREEK
STATE/ZIP : CA 94595
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,318.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,916.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,339,750.00
P & I AMT: 9,051.69 UPB AMT: 1,334,511.77
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 56
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007757875 MORTGAGORS: BORN JOHN
BORN JENNIFER
REGION CODE ADDRESS : 16872 WEST 65TH CIRCL
01 CITY : ARVADA
STATE/ZIP : CO 80007
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,914.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,875.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 74.32400
----------------------------------------------------------------------------
0 0007759061 MORTGAGORS: BROD JAMES
BROD CHRISTINE
REGION CODE ADDRESS : 7 BENCHMARK DRIVE
01 CITY : BOULDER
STATE/ZIP : CO 80303
MORTGAGE AMOUNT : 630,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 627,573.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,351.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007759111 MORTGAGORS: WURN JACQUELINE
REGION CODE ADDRESS : 82 ALPINE WAY
01 CITY : BOULDER
STATE/ZIP : CO 80304
MORTGAGE AMOUNT : 301,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,238.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,083.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007759228 MORTGAGORS: CANNON MICHAEL
REGION CODE ADDRESS : 12419 MOSSYCUP DRIVE
01 CITY : HOUSTON
STATE/ZIP : TX 77024
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,896.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,769.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 72.46300
----------------------------------------------------------------------------
0 0007759848 MORTGAGORS: SHURE BERTRAM
SHURE JILL
REGION CODE ADDRESS : 1348 CASSINS STREET
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 540,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 536,979.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,592.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00100
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,996,600.00
P & I AMT: 13,672.43 UPB AMT: 1,987,602.95
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 57
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007760994 MORTGAGORS: CHENG JENNIFER
CHENG FRANK
REGION CODE ADDRESS : 21082 SANDPIPER STREET
01 CITY : WALNUT
STATE/ZIP : CA 91789
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,064.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,813.12 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007761083 MORTGAGORS: HOSFELDT GREGG
HOSFELDT JULIE
REGION CODE ADDRESS : 327 VALDEZ AVENUE
01 CITY : HALF MOON BAY
STATE/ZIP : CA 94019
MORTGAGE AMOUNT : 308,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 306,516.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,049.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 58.66600
----------------------------------------------------------------------------
0 0007761166 MORTGAGORS: BOROVAC JOHN
REGION CODE ADDRESS : 200 FLORIBEL AVENUE
01 CITY : SAN ANSELMO
STATE/ZIP : CA 94960
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,809.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,708.01 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 57.77700
----------------------------------------------------------------------------
0 0007761935 MORTGAGORS: RUBIO PEDRO
RUBIO DEBRA
REGION CODE ADDRESS : 20682 SWEETGLEN DRIVE
01 CITY : PORTER
STATE/ZIP : TX 77365
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,830.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,831.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 66.66600
----------------------------------------------------------------------------
0 0007764764 MORTGAGORS: MONROE JASON
REGION CODE ADDRESS : 14 CAMPAMENTO
01 CITY : RANCHO SANTA
STATE/ZIP : CA 92688
MORTGAGE AMOUNT : 259,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,193.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,770.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,503,600.00
P & I AMT: 10,172.37 UPB AMT: 1,498,414.95
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 58
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007764855 MORTGAGORS: POBLADOR NECASTER
REGION CODE ADDRESS : 1619 32ND AVENUE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94122
MORTGAGE AMOUNT : 216,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 216,169.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,495.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 56.23300
----------------------------------------------------------------------------
0 0007765027 MORTGAGORS: HOFFMEYER CHRISTINE
REGION CODE ADDRESS : 1204 FIFTEENTH STREET
01 CITY : LOS OSOS
STATE/ZIP : CA 93402
MORTGAGE AMOUNT : 106,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 106,732.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 729.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.33400
----------------------------------------------------------------------------
0 0007765035 MORTGAGORS: JIMENEZ GRACIELA
REGION CODE ADDRESS : 1223 NORTH PARK AVENUE
01 CITY : INGLEWOOD
STATE/ZIP : CA 90302
MORTGAGE AMOUNT : 95,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 94,865.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 680.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 63.33300
----------------------------------------------------------------------------
0 0007765084 MORTGAGORS: PEREZ CHRIS
PEREZ JENNIFER
REGION CODE ADDRESS : 5467 MANSION COURT
01 CITY : LA VERNE
STATE/ZIP : CA 91750
MORTGAGE AMOUNT : 220,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 219,655.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,500.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007765282 MORTGAGORS: FULLER LAINE
REGION CODE ADDRESS : 139 WELSH STREET #9
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94107
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,456.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,043.08 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 68.47800
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 953,400.00
P & I AMT: 6,449.02 UPB AMT: 951,879.48
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 59
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007765563 MORTGAGORS: ARIAS JOSE
ARIAS ELVIRA
REGION CODE ADDRESS : 38750 VIA DEL OSO
01 CITY : TEMECULA
STATE/ZIP : CA 92592
MORTGAGE AMOUNT : 222,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 221,661.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,533.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 76.02700
----------------------------------------------------------------------------
0 0007765654 MORTGAGORS: TRANG MANYAN
REGION CODE ADDRESS : 130 CIRCULAR AVENUE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94131
MORTGAGE AMOUNT : 260,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,912.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,820.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0007766538 MORTGAGORS: FLOYD DAVID
FLOYD LISA
REGION CODE ADDRESS : 13543 EAST ONYX COURT
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85259
MORTGAGE AMOUNT : 316,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,218.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,102.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007766751 MORTGAGORS: TORGERSON JOANNE
REGION CODE ADDRESS : 520 SIXTH AVENUE #4004
01 CITY : KIRKLAND
STATE/ZIP : WA 98033
MORTGAGE AMOUNT : 529,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 528,222.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,567.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.99600
----------------------------------------------------------------------------
0 0007766918 MORTGAGORS: SCHAEFER JAMES
SCHAEFER DEBRA
REGION CODE ADDRESS : 12788 NORTH 78TH STREET
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85260
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,070.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,830.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 78.40200
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,592,800.00
P & I AMT: 10,853.35 UPB AMT: 1,589,084.07
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 60
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007766975 MORTGAGORS: BUCKNER BRANDON
BUCKNER PATRICIA
REGION CODE ADDRESS : 8231 EAST DAVENPORT DRIVE
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85260
MORTGAGE AMOUNT : 283,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,798.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,886.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0007766983 MORTGAGORS: CLARK ARTHUR
REGION CODE ADDRESS : 6323 EAST GOLD DUST AVENUE
01 CITY : PHOENIX
STATE/ZIP : AZ 85253
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,290.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,839.40 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007767080 MORTGAGORS: FAHEY STEPHEN
FAHEY WANDA
REGION CODE ADDRESS : 10585 OXFORD MILL CIRCLE
01 CITY : ALPHRARETTA
STATE/ZIP : GA 30022
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,360.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,149.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007767288 MORTGAGORS: SEARLE DOUGLAS
SEARLE CHRISTINE
REGION CODE ADDRESS : 3804 EAST ESTATE CIRCLE
01 CITY : LARKSPUR
STATE/ZIP : CO 80118
MORTGAGE AMOUNT : 274,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,903.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,872.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 91.51600
----------------------------------------------------------------------------
0 0007767635 MORTGAGORS: QUESADA ANTHONY
QUESADA JULIE
REGION CODE ADDRESS : 2119 EAST SIERRA MADRE AVENUE
01 CITY : GILBERT
STATE/ZIP : AZ 85296
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,329.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,016.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 83.42800
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,430,050.00
P & I AMT: 9,764.46 UPB AMT: 1,426,682.61
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 61
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007767700 MORTGAGORS: SAUNDERS JOAN
JORGENSON PETER
REGION CODE ADDRESS : 12688 NORTH 99TH PLACE
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85260
MORTGAGE AMOUNT : 436,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 434,947.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,937.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007767726 MORTGAGORS: SANCHEZ JOSE
SANCHEZ CHARLOTTE
REGION CODE ADDRESS : 7601 NORTH CENTRAL AVENUE #20
01 CITY : PHOENIX
STATE/ZIP : AZ 85020
MORTGAGE AMOUNT : 336,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 335,168.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,235.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007767791 MORTGAGORS: HUDANICH PAUL
HUDANICH BARBARA
REGION CODE ADDRESS : 9920 NORTH 117TH PLACE
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85259
MORTGAGE AMOUNT : 333,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 332,964.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,276.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007767866 MORTGAGORS: MITCHELL LEE
MITCHELL MARGARET
REGION CODE ADDRESS : 20715 NORTH 74TH STREET
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85255
MORTGAGE AMOUNT : 237,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 236,399.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,556.93 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 67.71400
----------------------------------------------------------------------------
0 0007767890 MORTGAGORS: TRUDEAU ROBERT
TRUDEAU COURTNEY
REGION CODE ADDRESS : 4231 EAST RANCHO DRIVE
01 CITY : PHOENIX
STATE/ZIP : AZ 85018
MORTGAGE AMOUNT : 243,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,982.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,600.28 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 73.81800
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,586,350.00
P & I AMT: 10,606.82 UPB AMT: 1,582,462.58
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 62
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007768187 MORTGAGORS: ANDREASEN DONALD
ANDREASEN CONNIE
REGION CODE ADDRESS : 14073 SOUTH FURROW ROAD
01 CITY : LARKSPUR
STATE/ZIP : CO 80118
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,340.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,708.02 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007768195 MORTGAGORS: LESBURG MICHAEL
LESBURG SUSAN
REGION CODE ADDRESS : 64 VAUGHN AVENUE
01 CITY : NEWTON
STATE/ZIP : MA 02461
MORTGAGE AMOUNT : 415,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 414,121.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,692.98 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007768559 MORTGAGORS: DONALDSON G
DONALDSON KATHRYN
REGION CODE ADDRESS : 925 BLOOR LANE
01 CITY : ZIONSVILLE
STATE/ZIP : IN 46077
MORTGAGE AMOUNT : 273,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,925.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,938.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/26
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 78.20000
----------------------------------------------------------------------------
0 0007769144 MORTGAGORS: LAPS SHELDON
LAPS SHERRI
REGION CODE ADDRESS : 3 WILLOWTREE COURT
01 CITY : ROCKVILLE
STATE/ZIP : MD 20850
MORTGAGE AMOUNT : 416,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 415,154.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,843.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.69407
----------------------------------------------------------------------------
0 0007769359 MORTGAGORS: FLYNN JOHN
NGUYEN HONGPHUC
REGION CODE ADDRESS : 5209 1ST AVENUE NORTHWEST
01 CITY : SEATTLE
STATE/ZIP : WA 98107
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,592.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,649.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,613,700.00
P & I AMT: 10,833.09 UPB AMT: 1,609,134.36
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 63
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007769375 MORTGAGORS: LA RUE ROBERT
LA RUE ARCELIA
REGION CODE ADDRESS : 7331 RUTHERFORD HILL DRIVE
01 CITY : WEST HILLS
STATE/ZIP : CA 91307
MORTGAGE AMOUNT : 505,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 504,180.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,404.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.99600
----------------------------------------------------------------------------
0 0007770605 MORTGAGORS: MESSICK CHARLES
MESSICK KIMBERLY
REGION CODE ADDRESS : 2924 NE 21ST AVENUE
01 CITY : PORTLAND
STATE/ZIP : OR 97212
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,534.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,813.13 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007770795 MORTGAGORS: WALLEY DONALD
WALLEY GLENDA
REGION CODE ADDRESS : LOTS 5 & 6 WOODSEDGE COVE
01 CITY : EADS
STATE/ZIP : TN 38028
MORTGAGE AMOUNT : 449,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 445,332.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,209.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 02/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.46900
----------------------------------------------------------------------------
0 0007770837 MORTGAGORS: CALKINS ROBERT
CALKINS ANNEMARIE
REGION CODE ADDRESS : 15001 SACRED LANE
01 CITY : CENTREVILLE
STATE/ZIP : VA 22020
MORTGAGE AMOUNT : 228,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,077.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,536.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007770902 MORTGAGORS: KINSTLE ROBERT
KINSTLE MARY
REGION CODE ADDRESS : 11201 ELMVIEW PLACE
01 CITY : GREAT FALLS
STATE/ZIP : VA 22066
MORTGAGE AMOUNT : 440,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 439,199.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,893.12 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 67.75300
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,898,800.00
P & I AMT: 12,856.67 UPB AMT: 1,891,325.01
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 64
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007771033 MORTGAGORS: EASTHAM JAMES
FITTING MELINDA
REGION CODE ADDRESS : 13932 BLENHEIM ROAD
01 CITY : PHOENIX
STATE/ZIP : MD 21131
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,582.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,751.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007773401 MORTGAGORS: BRAUDT THOMAS
BRAUDT EDDIE
REGION CODE ADDRESS : 422 CAMPUS STREET
01 CITY : CELEBRATION
STATE/ZIP : FL 34747
MORTGAGE AMOUNT : 289,523.68 OPTION TO CONVERT :
UNPAID BALANCE : 288,229.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,046.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 88.00111
----------------------------------------------------------------------------
0 0007773435 MORTGAGORS: CARPENTER BRUCE
PECK LANNA
REGION CODE ADDRESS : 1020 GOLF VALLEY DRIVE
01 CITY : APOPKA
STATE/ZIP : FL 32712
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,310.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,072.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 77.18000
----------------------------------------------------------------------------
0 0007773468 MORTGAGORS: BOELENS MARTIN
BOELENS FAITH
REGION CODE ADDRESS : 10520 EMERALD CHASE DRIVE
01 CITY : ORLANDO
STATE/ZIP : FL 32836
MORTGAGE AMOUNT : 383,215.90 OPTION TO CONVERT :
UNPAID BALANCE : 381,180.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,839.77 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 04/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 79.01300
----------------------------------------------------------------------------
0 0007773476 MORTGAGORS: LOMAX CLIFFORD
LOMAX ELIZABETH
REGION CODE ADDRESS : 649 CHARMAGNE LANE
01 CITY : PORT ORANGE
STATE/ZIP : FL 32127
MORTGAGE AMOUNT : 269,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,080.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,862.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 94.63157
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,502,439.58
P & I AMT: 10,572.76 UPB AMT: 1,497,384.40
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 65
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007773484 MORTGAGORS: STRADER STEVEN
STRADER VIRGIE
REGION CODE ADDRESS : 2914 BANYAN BLVD
01 CITY : BOCA RATON
STATE/ZIP : FL 33431
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,539.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,021.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 59.76000
----------------------------------------------------------------------------
0 0007773492 MORTGAGORS: LEWIS DONNA
JACOBS JILL
REGION CODE ADDRESS : 1859 CRESTRIDGE PLACE
01 CITY : ATLANTA
STATE/ZIP : GA 30345
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,034.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,694.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007773542 MORTGAGORS: CAPONE ANTONIO
REGION CODE ADDRESS : 1152 ROXBORO POINTE
01 CITY : ATLANTA
STATE/ZIP : GA 30324
MORTGAGE AMOUNT : 516,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 514,723.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,432.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007773559 MORTGAGORS: CLARK GEORGE
CLARK CAROL
REGION CODE ADDRESS : 117 INDIAN COVE LANE
01 CITY : PONTE VEDRA BEACH
STATE/ZIP : FL 32082
MORTGAGE AMOUNT : 295,688.38 OPTION TO CONVERT :
UNPAID BALANCE : 294,445.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,093.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 04/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 78.85000
----------------------------------------------------------------------------
0 0007773567 MORTGAGORS: GAINES DALE
GAINES MARY
REGION CODE ADDRESS : 14757 MARSH VIEW DRIVE
01 CITY : JACKSONVILLE
STATE/ZIP : FL 32250
MORTGAGE AMOUNT : 352,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 352,101.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,486.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 78.43300
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,864,638.38
P & I AMT: 12,729.41 UPB AMT: 1,858,844.75
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 66
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007773583 MORTGAGORS: KEHOE SHERRY
REGION CODE ADDRESS : 17A CAMELLIA BAY
01 CITY : JACKSONVILLE
STATE/ZIP : FL 32223
MORTGAGE AMOUNT : 385,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 384,595.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,749.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 71.38800
----------------------------------------------------------------------------
0 0007773609 MORTGAGORS: FRANCO CARMEN
FRANCO JOYCE
REGION CODE ADDRESS : 809 PEMBROKE COURT
01 CITY : VERO BEACH
STATE/ZIP : FL 32963
MORTGAGE AMOUNT : 464,572.98 OPTION TO CONVERT :
UNPAID BALANCE : 462,764.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,311.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/26
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 78.47500
----------------------------------------------------------------------------
0 0007773617 MORTGAGORS: HARMON F
HARMON ELEZIA
REGION CODE ADDRESS : 14611 SEABURY COURT
01 CITY : FORT MYERS
STATE/ZIP : FL 33908
MORTGAGE AMOUNT : 269,635.23 OPTION TO CONVERT :
UNPAID BALANCE : 268,259.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,924.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 59.91800
----------------------------------------------------------------------------
0 0007773625 MORTGAGORS: HOFFMAN ELIOT
HOFFMAN VALARIE
REGION CODE ADDRESS : 3250 ESTERO BLVD
01 CITY : FORT MYERS
STATE/ZIP : FL 33931
MORTGAGE AMOUNT : 372,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 371,124.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,537.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007773641 MORTGAGORS: MCCARTHY PATRICK
MCCARTHY GAIL
REGION CODE ADDRESS : 1420 WALTHOUR ROAD
01 CITY : SAVANNAH
STATE/ZIP : GA 31410
MORTGAGE AMOUNT : 412,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 410,670.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,775.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.90909
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,903,708.21
P & I AMT: 13,298.51 UPB AMT: 1,897,413.79
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 67
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007773740 MORTGAGORS: LINES THOMAS
REGION CODE ADDRESS : 439 BROADLAND RD
01 CITY : ATLANTA
STATE/ZIP : GA 30342
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 378,773.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,560.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 78.51200
----------------------------------------------------------------------------
0 0007773757 MORTGAGORS: SULLIVAN S
REGION CODE ADDRESS : 2449 OAK HILL OVERLOOK
01 CITY : DULUTH
STATE/ZIP : GA 30097
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,870.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,358.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 65.42000
----------------------------------------------------------------------------
0 0007773765 MORTGAGORS: PAYNE WILLIAM
PAYNE DENISE
REGION CODE ADDRESS : 2604 CHESTNUT WOODS COURT
01 CITY : REISTERSTOWN
STATE/ZIP : MD 21136
MORTGAGE AMOUNT : 335,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 333,918.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,256.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 52.34375
----------------------------------------------------------------------------
0 0007773781 MORTGAGORS: QUIGG JOHN
QUIGG LINDA
REGION CODE ADDRESS : 1822-4 BILTMORE STREET NW
01 CITY : WASHINGTON
STATE/ZIP : DC 20009
MORTGAGE AMOUNT : 416,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 414,357.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,837.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 55.46600
----------------------------------------------------------------------------
0 0007773823 MORTGAGORS: ENSING GREGORY
ENSING KELLEY
REGION CODE ADDRESS : 5018 BIRKDALE
01 CITY : ANN ARBOR
STATE/ZIP : MI 48103
MORTGAGE AMOUNT : 332,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 330,422.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,264.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,813,000.00
P & I AMT: 12,277.79 UPB AMT: 1,806,342.89
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 68
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007773831 MORTGAGORS: BURT CECIL
BURT MARSHA
REGION CODE ADDRESS : 9813 KOUPELA DRIVE
01 CITY : RALEIGH
STATE/ZIP : NC 27614
MORTGAGE AMOUNT : 580,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 577,710.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,956.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.32400
----------------------------------------------------------------------------
0 0007773856 MORTGAGORS: SWANN WAYNE
SWANN ANGELA
REGION CODE ADDRESS : 6402 TOWERING ELM TERRACE
01 CITY : CLARKSVILLE
STATE/ZIP : MD 21029
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,831.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,806.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 72.55900
----------------------------------------------------------------------------
0 0007773864 MORTGAGORS: CABOT PAUL
RODRIGUEZ AVELINO
REGION CODE ADDRESS : 3510 NORTH LORCOM LANE
01 CITY : ARLINGTON
STATE/ZIP : VA 22207
MORTGAGE AMOUNT : 304,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,957.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,048.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 77.94800
----------------------------------------------------------------------------
0 0007773872 MORTGAGORS: BURNS TERRANCE
BURNS PATRICIA
REGION CODE ADDRESS : 7876 ELSINORE DR
01 CITY : MANASSAS
STATE/ZIP : VA 20112
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,160.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,751.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 78.19500
----------------------------------------------------------------------------
0 0007773898 MORTGAGORS: HUDSON DARRELL
REGION CODE ADDRESS : 1136 MORNING SHORE
01 CITY : LEXINGTON
STATE/ZIP : SC 29072
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 438,219.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,964.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,859,000.00
P & I AMT: 12,527.34 UPB AMT: 1,850,880.19
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 69
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007773914 MORTGAGORS: ZANINI GIANNI
ABDULLAHI ZEYNAB
REGION CODE ADDRESS : 13700 QUERY MILL ROAD
01 CITY : NORTH POTOMAC
STATE/ZIP : MD 20878
MORTGAGE AMOUNT : 442,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 441,250.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,869.40 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007773930 MORTGAGORS: DAMBLY DENNIS
DAMBLY JANIS
REGION CODE ADDRESS : 3635 MARTINS DAIRY CIRCLE
01 CITY : OLNEY
STATE/ZIP : MD 20832
MORTGAGE AMOUNT : 333,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 332,794.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,247.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007773955 MORTGAGORS: SMITH R
SMITH TERRI
REGION CODE ADDRESS : 205 FRENCHMANS BLUFF
01 CITY : CARY
STATE/ZIP : NC 27513
MORTGAGE AMOUNT : 258,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,187.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,760.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007773971 MORTGAGORS: SMOAK WESLEY
SMOAK LYNN
REGION CODE ADDRESS : 308 EDGEWOOD COURT
01 CITY : CHAPIN
STATE/ZIP : SC 29036
MORTGAGE AMOUNT : 262,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,174.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,787.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.87800
----------------------------------------------------------------------------
0 0007773989 MORTGAGORS: MCWHORTER LAURENCE
MCWHORTER NANCY
REGION CODE ADDRESS : 54 SOMERTON PLACE
01 CITY : COLUMBIA
STATE/ZIP : SC 29209
MORTGAGE AMOUNT : 373,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 372,607.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,547.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,669,500.00
P & I AMT: 11,212.19 UPB AMT: 1,665,015.70
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 70
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007773997 MORTGAGORS: PIECHNIK LORRAINE
PIECHNIK MICHAEL
REGION CODE ADDRESS : 304 HOGANS VALLEY WAY
01 CITY : CARY
STATE/ZIP : NC 27513
MORTGAGE AMOUNT : 375,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 374,947.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,469.40 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.99500
----------------------------------------------------------------------------
0 0007774003 MORTGAGORS: MANN LARRY
MANN DEBRA
REGION CODE ADDRESS : 3505 CATALANO DRIVE
01 CITY : RALEIGH
STATE/ZIP : NC 27607
MORTGAGE AMOUNT : 378,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 377,065.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,514.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 63.00000
----------------------------------------------------------------------------
0 0007774037 MORTGAGORS: ROWLAND DONALD
REGION CODE ADDRESS : 228 SHULER RD
01 CITY : COLUMBIA
STATE/ZIP : SC 29212
MORTGAGE AMOUNT : 283,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,882.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.48600
----------------------------------------------------------------------------
0 0007774078 MORTGAGORS: GALARDO ANGELA
REGION CODE ADDRESS : 808 NOLSTEAD CT
01 CITY : RALEIGH
STATE/ZIP : NC 27614
MORTGAGE AMOUNT : 281,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,587.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,918.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 73.33700
----------------------------------------------------------------------------
0 0007774128 MORTGAGORS: CLARE PAUL
CLARE SHIRLEY
REGION CODE ADDRESS : 390 JOHN ANDERSON DR
01 CITY : ORMOND BEACH
STATE/ZIP : FL 32176
MORTGAGE AMOUNT : 337,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 336,705.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,302.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,655,650.00
P & I AMT: 11,088.02 UPB AMT: 1,651,605.40
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 71
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007774136 MORTGAGORS: VAYHINGER DARRAN
FRANKS KATHLEEN
REGION CODE ADDRESS : 14653 MARSH VIEW DRIVE
01 CITY : JACKSONVILLE
STATE/ZIP : FL 32250
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,411.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,770.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 04/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 77.53800
----------------------------------------------------------------------------
0 0007774144 MORTGAGORS: DAHUT ROBERT
DAHUT PAULA
REGION CODE ADDRESS : 6210 ST. ANDREWS COURT
01 CITY : PONTE VEDRA BEACH
STATE/ZIP : FL 32082
MORTGAGE AMOUNT : 445,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 443,977.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,073.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 71.20000
----------------------------------------------------------------------------
0 0007774151 MORTGAGORS: HAKAIM ALBERT
REGION CODE ADDRESS : 526 MIDWAY
01 CITY : NEPTUNE BEACH
STATE/ZIP : FL 32266
MORTGAGE AMOUNT : 287,075.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,399.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,958.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007774177 MORTGAGORS: COOPERMAN ELLIOT
COOPERMAN ROBYN
REGION CODE ADDRESS : 9188 PT CYPRESS DR
01 CITY : ORLANDO
STATE/ZIP : FL 32836
MORTGAGE AMOUNT : 588,300.91 OPTION TO CONVERT :
UNPAID BALANCE : 585,344.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,225.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/23
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 53.48100
----------------------------------------------------------------------------
0 0007774185 MORTGAGORS: BENNETT HARVEY
REGION CODE ADDRESS : 3100 NORTH OCEAN BLVD # 1908
01 CITY : FORT LAUDERDALE
STATE/ZIP : FL 33308
MORTGAGE AMOUNT : 347,845.12 OPTION TO CONVERT :
UNPAID BALANCE : 346,802.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,432.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 67.54200
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,920,221.03
P & I AMT: 13,459.73 UPB AMT: 1,913,935.30
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 72
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007774193 MORTGAGORS: SPIVEY DON
SPIVEY KATHLEEN
REGION CODE ADDRESS : 5395 GOLF VIEW DRIVE
01 CITY : BRASELTON
STATE/ZIP : GA 30517
MORTGAGE AMOUNT : 355,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 353,025.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,421.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 69.60700
----------------------------------------------------------------------------
0 0007774227 MORTGAGORS: HILL VERNON
HILL THERESA
REGION CODE ADDRESS : 16722 VALSECA DE AVILA
01 CITY : TAMPA
STATE/ZIP : FL 33613
MORTGAGE AMOUNT : 456,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 454,111.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,128.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007774243 MORTGAGORS: CROSLEY WILLIAM
CROSLEY LAURIE
REGION CODE ADDRESS : 1302 AZALEA DRIVE
01 CITY : DALTON
STATE/ZIP : GA 30720
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,916.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,616.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 87.87900
----------------------------------------------------------------------------
0 0007775919 MORTGAGORS: GRILLO WILLIAM
REGION CODE ADDRESS : 4065 NW 58TH LA
01 CITY : BOCA RATON
STATE/ZIP : FL 33496
MORTGAGE AMOUNT : 256,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,907.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,767.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.35000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.35000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0007778186 MORTGAGORS: MANDEL MICHEL
MANDEL SHEILA
REGION CODE ADDRESS : 3 WILLOW HILL ROAD
01 CITY : ROSS
STATE/ZIP : CA 94957
MORTGAGE AMOUNT : 748,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 747,404.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,052.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.15000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.15000 PRODUCT CODE : 002
LTV : 40.43200
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,055,500.00
P & I AMT: 13,986.04 UPB AMT: 2,049,366.72
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 73
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007778756 MORTGAGORS: FARMER PAUL
FARMER JULIE
REGION CODE ADDRESS : 20 HIGH POINT
01 CITY : BENTLEYVILLE
STATE/ZIP : OH 44022
MORTGAGE AMOUNT : 672,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 669,986.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,698.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.95200
----------------------------------------------------------------------------
0 0007779176 MORTGAGORS: AUTEN NEIL
AUTEN STEPHANIE
REGION CODE ADDRESS : 3845 95TH AVENUE N.E.
01 CITY : BELLEVUE
STATE/ZIP : WA 98004
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,147.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,778.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 47.14200
----------------------------------------------------------------------------
0 0007780091 MORTGAGORS: SCHMIDT CHRISTOPHER
SCHMIDT MARIANNE
REGION CODE ADDRESS : 6593 LANMAN DR.
01 CITY : WATERFORD TWP.
STATE/ZIP : MI 48329
MORTGAGE AMOUNT : 265,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,789.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,788.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0007780109 MORTGAGORS: KOTZ JOHN
KOTZ KATHRINE
REGION CODE ADDRESS : 31 GREENSWARD ROAD
01 CITY : KIAWAH ISLAND
STATE/ZIP : SC 29455
MORTGAGE AMOUNT : 326,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,477.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,196.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007783590 MORTGAGORS: HOYLE MICHAEL
HOYLE NANCY
REGION CODE ADDRESS : 2400 COPPER RIDGE ROAD
01 CITY : ARLINGTON
STATE/ZIP : TX 76006
MORTGAGE AMOUNT : 307,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 302,510.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,450.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 03/01/20
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,834,500.00
P & I AMT: 12,912.91 UPB AMT: 1,825,911.54
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 74
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007783657 MORTGAGORS: CARTER NEVILLE
CARTER SUSAN
REGION CODE ADDRESS : 1485 PEBBLE BEACH DRIVE
01 CITY : CRESCENT CITY
STATE/ZIP : CA 95531
MORTGAGE AMOUNT : 243,969.33 OPTION TO CONVERT :
UNPAID BALANCE : 241,013.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,888.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 03/01/22
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.98994
----------------------------------------------------------------------------
0 0007783681 MORTGAGORS: BASCO JOSEPH
BASCO DIANE
REGION CODE ADDRESS : 1811 KELLY MILL ROAD
01 CITY : CUMMING
STATE/ZIP : GA 30130
MORTGAGE AMOUNT : 351,875.99 OPTION TO CONVERT :
UNPAID BALANCE : 347,545.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,729.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/22
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 89.95819
----------------------------------------------------------------------------
0 0007783699 MORTGAGORS: STUMME LUTHER
STUMME KATHELEEN
REGION CODE ADDRESS : 25 MADISON LANE
01 CITY : COTO DE CAZA
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 399,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 392,925.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,864.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 02/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007783749 MORTGAGORS: OSTROM DONALD
OSTROM MARLENE
REGION CODE ADDRESS : 15647 SOUTHEAST 54TH STREET
01 CITY : BELLEVUE
STATE/ZIP : WA 98006
MORTGAGE AMOUNT : 852,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 846,582.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,177.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 04/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 77.45454
----------------------------------------------------------------------------
0 0007783764 MORTGAGORS: PENZEL MARKUS
REGION CODE ADDRESS : 182 PLEASANT STREET
01 CITY : BROOKLINE
STATE/ZIP : MA 02146
MORTGAGE AMOUNT : 599,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 596,222.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,137.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,446,745.32
P & I AMT: 17,797.28 UPB AMT: 2,424,289.62
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 75
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007783806 MORTGAGORS: GERBER MICHAEL
GERBER RITA
REGION CODE ADDRESS : 6430 GOLDLEAF DRIVE
01 CITY : BETHESDA
STATE/ZIP : MD 20817
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,438.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,358.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 64.33823
----------------------------------------------------------------------------
0 0007783822 MORTGAGORS: DINTENFASS LINDA
WISINSKI KENNETH
REGION CODE ADDRESS : 20142 NORTH NEW BRITAIN LANE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92646
MORTGAGE AMOUNT : 410,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 408,341.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,762.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007783848 MORTGAGORS: SEERY JAMES
SEERY PATRICIA
REGION CODE ADDRESS : 830 CRANFORD AVENUE
01 CITY : WESTFIELD
STATE/ZIP : NJ 07090
MORTGAGE AMOUNT : 361,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 361,169.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,437.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.50500
----------------------------------------------------------------------------
0 0007783855 MORTGAGORS: BLOOM HARVEY
BLOOM NANCY
REGION CODE ADDRESS : 310 CAMEO DRIVE
01 CITY : MASSAPEQUA
STATE/ZIP : NY 11758
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,506.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,995.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.28915
----------------------------------------------------------------------------
0 0007783905 MORTGAGORS: WIDMER MICHAEL
REGION CODE ADDRESS : 4745 WEST ROBERTS WAY
01 CITY : SEATTLE
STATE/ZIP : WA 98199
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 448,940.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,069.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 73.77000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,871,750.00
P & I AMT: 12,623.14 UPB AMT: 1,867,396.58
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 76
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007783913 MORTGAGORS: TURBYFILL NETTIE
REGION CODE ADDRESS : 2916 NORTH EAST 23RD AVENUE
01 CITY : LIGHTHOUSE POINT
STATE/ZIP : FL 33064
MORTGAGE AMOUNT : 905,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 903,652.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,327.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 015
LTV : 75.41600
----------------------------------------------------------------------------
0 0007783921 MORTGAGORS: MCCABE JAMES
SCHMIDT EMILY
REGION CODE ADDRESS : 12 HAELIG COURT
01 CITY : BRIDGEWATER
STATE/ZIP : NJ 08807
MORTGAGE AMOUNT : 304,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 303,500.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,022.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007783947 MORTGAGORS: KUNZ DANIEL
KUNZ CAROL
REGION CODE ADDRESS : 2007 WARM SPRINGS AVENUE
01 CITY : BOISE
STATE/ZIP : ID 83712
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 449,079.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,993.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 77.72020
----------------------------------------------------------------------------
0 0007783988 MORTGAGORS: HARRISON DEREK
HARRISON DEBORAH
REGION CODE ADDRESS : 20102 IMPERIAL COVE LANE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92646
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,539.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,862.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.06700
----------------------------------------------------------------------------
0 0007783996 MORTGAGORS: PODMANICZKY KOREN
PODMANICZKY ALEXANDER
REGION CODE ADDRESS : NORTH TOWER HILL ROAD
01 CITY : MILLBROOK
STATE/ZIP : NY 12545
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 329,203.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,223.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 52.50000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,269,000.00
P & I AMT: 15,430.39 UPB AMT: 2,264,975.37
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 77
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007784036 MORTGAGORS: SHUTTER BONNIE
SHUTTER ROBERT
REGION CODE ADDRESS : 2510 PERRY VIEW LANE
01 CITY : DENVER
STATE/ZIP : NC 28037
MORTGAGE AMOUNT : 230,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,631.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,549.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 69.68573
----------------------------------------------------------------------------
0 0007784044 MORTGAGORS: FRENCH ELIZABETH
REGION CODE ADDRESS : 3147 FONDREN
01 CITY : LA PORTE
STATE/ZIP : TX 77571
MORTGAGE AMOUNT : 585,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 584,038.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,892.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007784077 MORTGAGORS: WU WALLACE
WU MONA
REGION CODE ADDRESS : 112 CEDARWOOD CREEK COURT
01 CITY : WINSTON SALEM
STATE/ZIP : NC 27104
MORTGAGE AMOUNT : 365,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 364,414.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,459.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 73.00000
----------------------------------------------------------------------------
0 0007784689 MORTGAGORS: HURWITZ SETH
HURWITZ CAROLINE
REGION CODE ADDRESS : 6112 LENOX ROAD
01 CITY : BETHESDA
STATE/ZIP : MD 20817
MORTGAGE AMOUNT : 637,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 636,074.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,508.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 67.05200
----------------------------------------------------------------------------
0 0007784697 MORTGAGORS: LOPES HERMAN
LOPES DEBRA
REGION CODE ADDRESS : 11567 CROW CANYON ROAD
01 CITY : CASTRO VALLEY
STATE/ZIP : CA 94552
MORTGAGE AMOUNT : 360,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 360,204.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,398.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,177,500.00
P & I AMT: 14,807.72 UPB AMT: 2,174,363.19
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 78
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007784705 MORTGAGORS: TOOSSI MORTEZA
TOOSSI MAHVASH
REGION CODE ADDRESS : 12103 GATEWATER DRIVE
01 CITY : POTOMAC
STATE/ZIP : MD 20854
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,230.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,841.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007784713 MORTGAGORS: SILVERMAN HARVEY
SILVERMAN JUDY
REGION CODE ADDRESS : 2135 TEE DRIVE
01 CITY : BRASELTON
STATE/ZIP : GA 30517
MORTGAGE AMOUNT : 507,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 506,174.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,288.72 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------------------
0 0007784721 MORTGAGORS: RIZK MICHAEL
RIZK MARY
REGION CODE ADDRESS : 7803 LYTHAN PLACE
01 CITY : IJAMSVILLE
STATE/ZIP : MD 21754
MORTGAGE AMOUNT : 287,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,359.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,890.97 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.76623
----------------------------------------------------------------------------
0 0007784739 MORTGAGORS: BECKETT ALAN
BECKETT LINDA
REGION CODE ADDRESS : 1334 DASHER LANE
01 CITY : RESTON
STATE/ZIP : VA 20190
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,342.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,661.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.43100
----------------------------------------------------------------------------
0 0007784747 MORTGAGORS: DUDZINSKY WILLIAM
REGION CODE ADDRESS : 102 SUMMERFIELD ROAD
01 CITY : CHEVY CHASE
STATE/ZIP : MD 20815
MORTGAGE AMOUNT : 480,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 479,210.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,193.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.19000
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,944,900.00
P & I AMT: 12,876.23 UPB AMT: 1,939,317.68
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 79
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007784754 MORTGAGORS: HEWITT PAUL
HEWITT MARLA
REGION CODE ADDRESS : 7608 WHEATCROFT COURT
01 CITY : BETHESDA
STATE/ZIP : MD 20817
MORTGAGE AMOUNT : 563,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 562,096.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,793.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 78.74100
----------------------------------------------------------------------------
0 0007784762 MORTGAGORS: ESPOSITO JOSEPH
STAUDAHER MARY
REGION CODE ADDRESS : 8412 COMANCHE COURT
01 CITY : BETHESDA
STATE/ZIP : MD 20817
MORTGAGE AMOUNT : 512,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 511,657.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,409.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.84600
----------------------------------------------------------------------------
0 0007784770 MORTGAGORS: DOUGHERTY GEORGE
DOUGHERTY BONNIE
REGION CODE ADDRESS : 14 MONTERRA COURT
01 CITY : ROCKVILLE
STATE/ZIP : MD 20850
MORTGAGE AMOUNT : 532,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 531,125.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,539.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.40200
----------------------------------------------------------------------------
0 0007784788 MORTGAGORS: STRICKLER SCOTT
STRICKLER JOY
REGION CODE ADDRESS : 15117 GREY PEBBLE DRIVE
01 CITY : DARNESTOWN
STATE/ZIP : MD 20874
MORTGAGE AMOUNT : 436,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 435,334.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,011.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007784796 MORTGAGORS: RONEY HELEN
RONEY SAMUEL
REGION CODE ADDRESS : 204 NORTH VIRGINIA AVENUE
01 CITY : FALLS CHURCH
STATE/ZIP : VA 22046
MORTGAGE AMOUNT : 293,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,217.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,953.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 69.92800
----------------------------------------------------------------------------
- **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,337,200.00
P & I AMT: 15,707.46 UPB AMT: 2,333,431.09
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/99
P.O. BOX 5260 TMS AG0004990130 00 01 03
PAGE: 80
CHERRY HILL, N.J. 08034
|
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007784804 MORTGAGORS: HOWDER JOHN
HOWDER SUE
REGION CODE ADDRESS : 5935 FAIRVIEW WOODS DRIVE
01 CITY : FAIRFAX STATION
STATE/ZIP : VA 22039
MORTGAGE AMOUNT : 299,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,731.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,041.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 68.00000
----------------------------------------------------------------------------
0 0007784812 MORTGAGORS: ARENZ DAVID
REGION CODE ADDRESS : 6230 GARDEN ROAD
01 CITY : SPRINGFIELD
STATE/ZIP : VA 22152
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,556.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,796.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 63.52900
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0 0007784820 MORTGAGORS: GREENBAUM LARRY
REGION CODE ADDRESS : 9609 ELDWICK WAY
01 CITY : POTOMAC
STATE/ZIP : MD 20854
MORTGAGE AMOUNT : 497,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 496,182.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,306.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 57.79000
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0 0007784838 MORTGAGORS: TAG HOWARD
TAG LYNNE
REGION CODE ADDRESS : 5741 SHERRIER PLACE
01 CITY : WASHINGTON
STATE/ZIP : DC 20016
MORTGAGE AMOUNT : 295,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,514.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,962.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 69.24800
----------------------------------------------------------------------------
0 0007784846 MORTGAGORS: BOWEN DAVID
MULDONIAN PATRICIA
REGION CODE ADDRESS : 10010 SUMMIT AVENUE
01 CITY : KENSINGTON
STATE/ZIP : MD 20895
MORTGAGE AMOUNT : |
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