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The following is an excerpt from a 8-K SEC Filing, filed by GE CAPITAL MORTGAGE SERVICES INC on 4/8/1999.
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GE CAPITAL MORTGAGE SERVICES INC - 8-K - 19990408 - EXHIBIT_4

Execution


GE CAPITAL MORTGAGE SERVICES, INC.,

Seller and Servicer

and

STATE STREET BANK AND TRUST COMPANY,

Trustee


POOLING AND SERVICING AGREEMENT

Dated as of March 1, 1999


GE Capital Mortgage Services, Inc.

1999-3 Trust


                                Table of Contents
                                                                            Page


                                    ARTICLE I
                                   DEFINITIONS

Section 1.01. Definitions......................................................1


                                   ARTICLE II
         CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01. Conveyance of Mortgage Loans....................................33
Section 2.02. Acceptance by Trustee...........................................36
Section 2.03. Representations and Warranties of the Company; Mortgage
              Loan Repurchase.................................................38
Section 2.04. Execution of Certificates.......................................44
Section 2.05. Designations under the REMIC Provisions.........................44


                                   ARTICLE III
                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01. Company to Act as Servicer......................................44
Section 3.02. Collection of Certain Mortgage Loan Payments; Mortgage
              Loan Payment Record; Certificate Account........................48
Section 3.03. Collection of Taxes, Assessments and Other Items................51
Section 3.04. Permitted Debits to the Mortgage Loan Payment Record............51
Section 3.05. Maintenance of the Primary Insurance Policies...................52
Section 3.06. Maintenance of Hazard Insurance.................................53
Section 3.07. Assumption and Modification Agreements..........................54
Section 3.08. Realization Upon Defaulted Mortgage Loans.......................54
Section 3.09. Trustee to Cooperate; Release of Mortgage Files.................57
Section 3.10. Servicing Compensation; Payment of Certain Expenses
              by the Company..................................................58
Section 3.11. Reports to the Trustee; Certificate Account Statements..........58
Section 3.12. Annual Statement as to Compliance...............................59
Section 3.13. Annual Independent Public Accountants' Servicing Report.........59
Section 3.14. Access to Certain Documentation and Information Regarding
              the Mortgage Loans..............................................59
Section 3.15. Maintenance of Certain Servicing Policies.......................60
Section 3.16. Optional Purchase of Defaulted Mortgage Loans...................60


                                   ARTICLE IV
                             PAYMENTS AND STATEMENTS

Section 4.01. Distributions...................................................60
Section 4.02. Method of Distribution..........................................64
Section 4.03. Allocation of Losses............................................64
Section 4.04. Monthly Advances; Purchases of Defaulted Mortgage Loans.........66
Section 4.05. Statements to Certificateholders................................67
Section 4.06. Servicer's Certificate..........................................69
Section 4.07. Reports of Foreclosures and Abandonments of Mortgaged
              Property........................................................69
Section 4.08. Reduction of Servicing Fees by Compensating Interest Payments...70
Section 4.09. Surety Bond.....................................................70


                                    ARTICLE V
                                THE CERTIFICATES

Section 5.01. The Certificates................................................70
Section 5.02. Registration of Transfer and Exchange of Certificates...........71
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates...............77
Section 5.04. Persons Deemed Owners...........................................77
Section 5.05. Access to List of Certificateholders' Names and Addresses.......77
Section 5.06. Representation of Certain Certificateholders....................78
Section 5.07. Determination of COFI...........................................78
Section 5.08. Determination of LIBOR..........................................78


                                   ARTICLE VI
                                   THE COMPANY

Section 6.01. Liability of the Company........................................80
Section 6.02. Merger or Consolidation of, or Assumption of the Obligations
              of, the Company.................................................80
Section 6.03. Assignment......................................................80
Section 6.04. Limitation on Liability of the Company and Others...............80
Section 6.05. The Company Not to Resign.......................................81


                                   ARTICLE VII
                                     DEFAULT

Section 7.01. Events of Default...............................................81
Section 7.02. Trustee to Act; Appointment of Successor........................83
Section 7.03. Notification to Certificateholders..............................83


                                  ARTICLE VIII
                                   THE TRUSTEE

Section 8.01. Duties of Trustee...............................................84
Section 8.02. Certain Matters Affecting the Trustee...........................85
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans...........86
Section 8.04. Trustee May Own Certificates....................................86
Section 8.05. The Company to Pay Trustee's Fees and Expenses..................86
Section 8.06. Eligibility Requirements for Trustee............................87
Section 8.07. Resignation or Removal of Trustee...............................87
Section 8.08. Successor Trustee...............................................88
Section 8.09. Merger or Consolidation of Trustee..............................88
Section 8.10. Appointment of Co-Trustee or Separate Trustee...................88
Section 8.11. Compliance with REMIC Provisions; Tax Returns...................90


                                   ARTICLE IX
                                   TERMINATION

Section 9.01. Termination upon Repurchase by the Company or Liquidation
              of All Mortgage Loans...........................................90
Section 9.02. Additional Termination Requirements.............................91


                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

Section 10.01. Amendment......................................................92
Section 10.02. Recordation of Agreement.......................................93
Section 10.03. Limitation on Rights of Certificateholders.....................93
Section 10.04. Governing Law..................................................94
Section 10.05. Notices........................................................94
Section 10.06. Notices to the Rating Agencies.................................94
Section 10.07. Severability of Provisions.....................................95
Section 10.08. Certificates Nonassessable and Fully Paid......................95

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


THIS POOLING AND SERVICING AGREEMENT, dated as of March 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 other than the Class S Certificates, on the aggregate Notional Principal Balance) thereof immediately prior to (or, in the case of the Class S Certificates, on the aggregate Notional Principal Balance thereof with respect to) such Distribution Date, calculated on the basis of a 360-day year consisting of twelve 30-day months. As to any Distribution Date and any Specified Component (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 Interest Losses for such Distribution Date. Any Net Interest Shortfall and 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 April of each year that the Certificates are outstanding, commencing in April 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 Net Mortgage Rates of all Outstanding Mortgage Loans (the "Weighted Average Rate") as of such Anniversary Determination Date over (ii) the Monthly Payment thereof calculated on the assumption that the Net Mortgage Rate thereon was equal to the Weighted Average Rate less 1.25% per annum.

Available Funds: As to each Distribution Date, an amount equal to the sum of (i) all amounts credited to the Mortgage Loan Payment Record pursuant to
Section 3.02 as of the preceding Determination Date, (ii) any Monthly Advance and any Compensating Interest Payment for such Distribution Date, (iii) the Purchase Price of any Defective Mortgage Loans 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 $157,753 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.

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, Class PO and Class S Certificates, constitutes a Class of Book-Entry Certificates.

Book-Entry Nominee: As defined in Section 5.02(b).

Business Day: Any day other than a Saturday or a Sunday, or a day on which banking institutions in New York City or the city in which the Corporate Trust Office is located are authorized or obligated by law or executive order to be closed.

Buydown Funds: Funds contributed by the Mortgagor or another source in order to reduce the interest payments required from the Mortgagor for a specified period in specified amounts.

Buydown Mortgage Loan: Any Mortgage Loan as to which the Mortgagor pays less than the full monthly payment specified in the Mortgage Note during the Buydown Period and the difference between the amount paid by the Mortgagor and the amount specified in the Mortgage Note is paid from the related Buydown Funds.

Buydown Period: The period during which Buydown Funds are required to be applied to the related Buydown Mortgage Loan.

Certificate: Any one of the certificates signed and countersigned by the Trustee in substantially the forms attached hereto as Exhibit A.

Certificate Account: The trust account or accounts created and maintained with the Trustee pursuant to Section 3.02 and which must be an Eligible Account.

Certificate Interest Rate: With respect to any Class of Certificates, other than the Class S Certificates or any LIBOR Certificates, and as of any Distribution Date, the per annum 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(f). With respect to the Class S Certificates and any Distribution Date, the Strip Rate for such Distribution Date.

Certificate Owner: With respect to any Book-Entry Certificate, the person who is the beneficial owner thereof.

Certificate Principal Balance: As to any Certificate other than a Notional Certificate, and as of any Distribution Date, the Initial Certificate Principal Balance of such Certificate (plus, in the case of any Accrual Certificate, its Percentage Interest of any related Accrual Amount for each previous Distribution Date) less the sum of (i) all amounts distributed with respect to such Certificate in reduction of the Certificate Principal Balance thereof on previous Distribution Dates pursuant to Section 4.01, (ii) any Realized Losses allocated to such Certificate on previous Distribution Dates pursuant to Section 4.03(b) and (c), and (iii) in the case of a Subordinate Certificate, such Certificate's Percentage Interest of the Subordinate Certificate Writedown Amount allocated to such Certificate on previous Distribution Dates. The Notional Certificates are issued without Certificate Principal Balances.

Certificate Register and Certificate Registrar: The register maintained and the registrar appointed pursuant to Section 5.02.

Certificateholder or Holder: The person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purposes of giving any consent pursuant to this Agreement, a Certificate of any Class to the extent that the Company or any affiliate is the Certificate Owner or Holder thereof (except to the extent the Company or any affiliate thereof shall be the Certificate Owner or Holder of all Certificates of such Class), shall be deemed not to be outstanding and the Percentage Interest (or Voting Rights) evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests (or Voting Rights) necessary to effect any such consent has been obtained; provided, however, that in determining whether the Trustee shall be protected in relying on such consent only the Certificates that the Trustee knows to be so held shall be so disregarded.

Class: All Certificates bearing the same class designation.

Class B Certificate: Any Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate.

Class Certificate Principal Balance: As to any Class of Certificates, other than any Class of Notional Certificates, and as of any date of determination, the aggregate of the Certificate Principal Balances of all Certificates of such Class. The Class Certificate Principal Balance of each such Class of Certificates as of the Closing Date is specified in Section 5.01(b).

Class Interest Shortfall: As to any Distribution Date and any Class of Certificates (other than any Class of Principal Only Certificates or any Class consisting of Specified Components) or any Specified Component, any amount by which the amount distributed to Holders of such Class of Certificates or in respect of such Specified Component (or added to the Class Certificate Principal Balance of any Class of Accrual Certificates or to the Component Principal Balance of any Accrual Component constituting a Specified Component) on such Distribution Date pursuant to Section 4.01(a)(i) is less than the Accrued Certificate Interest thereon or in respect thereof for such Distribution Date. As to any Distribution Date and any Class of Certificates consisting of Specified Components, the sum of the Class Interest Shortfalls for such Components on such date.

Class PO Deferred Amount: As to any Distribution Date on or prior to the Cross-Over Date, the aggregate of the applicable PO Percentage of the principal portion of each Realized Loss, other than any Excess Loss, to be allocated to the Class PO Certificates on such Distribution Date or previously allocated to the Class PO Certificates and not yet paid to the Holders of the Class PO Certificates pursuant to Section 4.01(a)(iv).

Class 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.

Closing Date: March 25, 1999.

Code: The Internal Revenue Code of 1986, as it may be amended from time to time, any successor statutes thereto, and applicable U.S. Department of the Treasury temporary or final regulations promulgated thereunder.

COFI: The monthly weighted average cost of funds for savings institutions the home offices of which are located in Arizona, California, or Nevada that are member institutions of the Eleventh Federal Home Loan Bank District, as computed from statistics tabulated and published by the Federal Home Loan Bank of San Francisco in its monthly Information Bulletin.

COFI Certificates: None.

COFI Determination Date: As to each Interest Accrual Period for any COFI Certificates, the last Business Day of the calendar month preceding the commencement of such Interest Accrual Period.

Company: GE Capital Mortgage Services, Inc., a corporation organized and existing under the laws of the State of New Jersey, or its successor in interest or, if any successor servicer is appointed as herein provided, then such successor servicer.

Compensating Interest Payment: With respect to any Distribution Date, an amount equal to the aggregate of the Interest Shortfalls described in clauses
(a) and (b) of the definition thereof with respect to such Distribution Date; provided, however, that such amount shall not exceed the lesser of (i) an amount equal to the product of (x) the Pool Scheduled Principal Balance with respect to such Distribution Date and (y) one-twelfth of 0.125%, and (ii) the aggregate of the Servicing Fees that the Company would be entitled to retain on such Distribution Date (less any portion thereof paid as servicing compensation to any Primary Servicer) without giving effect to any Compensating Interest Payment.

Component: Any of the components of a Class of Component Certificates having the designations and the initial Component Principal Balances as follows:

             Designation             Initial Component
             -----------             Principal Balance
                                     -----------------
                 N/A                        N/A

Component Certificate: None.

Component Interest Rate: None.

Component Principal Balance: As of any Distribution Date, and with respect to any Component, other than any Notional Component, the initial Component Principal Balance thereof (as set forth, as applicable, in the definition of Component) (plus, in the case of any Accrual Component, any related Accrual Amount for each previous Distribution Date) less the sum of (x) all amounts distributed in reduction thereof on previous Distribution Dates pursuant to
Section 4.01 and (y) the amount of all Realized Losses allocated thereto pursuant to Section 4.03(d).

Confirmatory Mortgage Note: With respect to any Mortgage Loan, a note or other evidence of indebtedness executed by the Mortgagor confirming its obligation under the note or other evidence of indebtedness previously executed by the Mortgagor upon the origination of the related Mortgage Loan.

Cooperative: A private, cooperative housing corporation organized in accordance with applicable state laws which owns or leases land and all or part of a building or buildings located in the relevant state, including apartments, spaces used for commercial purposes and common areas therein and whose board of directors authorizes, among other things, the sale of Cooperative Stock.

Cooperative Apartment: A dwelling unit in a multi-dwelling building owned or leased by a Cooperative, which unit the Mortgagor has an exclusive right to occupy pursuant to the terms of one or more Proprietary Leases.

Cooperative Loans: Any of the Mortgage Loans made in respect of a Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a Security Agreement, (ii) the related Cooperative Stock Certificate(s), (iii) an assignment of the Proprietary Lease(s), (iv) financing statements and (v) a stock power (or other similar instrument), and in addition thereto, a recognition agreement between the Cooperative and the originator of the Cooperative Loan, each of which was transferred and assigned to the Trustee pursuant to Section 2.01 and are from time to time held as part of the Trust Fund. The Mortgage Loans identified as such in Exhibit C hereto are Cooperative Loans.

Cooperative Stock: With respect to a Cooperative Loan, the single outstanding class of stock, partnership interest or other ownership instrument in the related Cooperative.

Cooperative Stock Certificate: With respect to a Cooperative Loan, the stock certificate(s) or other instrument evidencing the related Cooperative Stock.

Corporate Trust Office: The principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this instrument is located at Two International Place, Boston, Massachusetts 02110, Attention: Corporate Trust Department.

Cross-Over Date: The first Distribution Date on which the aggregate Class Certificate Principal Balance of the Junior Certificates has been reduced to zero (giving effect to all distributions on such Distribution Date).

Cut-off Date: March 1, 1999.

Debt Service Reduction: As to any Mortgage Loan and any Determination Date, the excess of (a) the then current Monthly Payment for such Mortgage Loan over
(b) the amount of the monthly payment of principal and interest required to be paid by the Mortgagor as established by a court of competent jurisdiction as a result of a proceeding initiated by or against the related Mortgagor under the Bankruptcy Code, as amended from time to time (11 U.S.C.).

Defaulted Mortgage Loan: With respect to any Determination Date, a Mortgage Loan as to which the related Mortgagor has failed to make unexcused payment in full of a total of three or more consecutive installments of principal and interest, and as to which such delinquent installments have not been paid, as of the close of business on the last Business Day of the month next preceding the month of such Determination Date.

Defective Mortgage Loan: Any Mortgage Loan which is required to be purchased by the Company (or which the Company may replace with a substitute Mortgage Loan) pursuant to Section 2.02 or 2.03(a).

Deficient Valuation: As to any Mortgage Loan and any Determination Date, the excess of (a) the then outstanding indebtedness under such Mortgage Loan over (b) the valuation by a court of competent jurisdiction of the related Mortgaged Property as a result of a proceeding initiated by or against the related Mortgagor under the Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to which such Mortgagor retained such Mortgaged Property.

Definitive Certificate: Any Certificate, other than a Book-Entry Certificate, issued in definitive, fully registered form.

Definitive Restricted Junior Certificate: Any Restricted Junior Certificate that is in the form of a Definitive Certificate.

Depository: The initial Depository shall be The Depository Trust Company, the nominee of which is CEDE & Co. The Depository shall at all times be a "clearing corporation" as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York, as amended, or any successor provisions thereto.

Depository Participant: A broker, dealer, bank or other financial institution or other Person for which, from time to time, the Depository effects book-entry transfers and pledges of securities deposited with such Depository.

Designated Loan Closing Documents: With respect to any Designated Loan, a Lost Note Affidavit substantially in the form of Exhibit L, and an assignment of the related Mortgage to the Trustee in recordable form (except for the omission therein of recording information concerning such Mortgage).

Designated Loans: The Mortgage Loans listed in Exhibit M hereto.

Designated Telerate Page: The Dow Jones Telerate Service page 3750 (or such other page as may replace page 3750 on that service or such other service as may be nominated by the BBA for the purpose of displaying the Interest Settlement Rates).

Determination Date: With respect to any Distribution Date, the fifth Business Day prior thereto.

Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage Rate less than 6.50% per annum.

Disqualified Organization: Any of the following: (i) the United States, any State or political subdivision thereof, or any agency or instrumentality of any of the foregoing (including but not limited to state pension organizations);
(ii) a foreign government, International Organization or any agency or instrumentality of either of the foregoing; (iii) an organization (except certain farmers' cooperatives described in Code section 521) which is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by section 511 of the Code on unrelated business taxable income); and (iv) a rural electric and telephone cooperative described in Code section 1381(a)(2)(C). The terms "United States," "State" and "International Organization" shall have the meanings set forth in Code section 7701 or successor provisions. A corporation will not be treated as an instrumentality of the United States or of any State or political subdivision thereof for these purposes if all of its activities are subject to tax and a majority of its board of directors is not selected by such governmental unit.

Distribution Date: The 25th day of each calendar month after the month of initial issuance of the Certificates, or, if such 25th day is not a Business Day, the next succeeding Business Day.

Distribution Date Statement: The statement referred to in Section 4.05(a).

Document File: As defined in Section 2.01.

Due Date: The first day of the month of the related Distribution Date.

Eligible Account: An account that is either (i) maintained with a depository institution the debt obligations of which have been rated by each Rating Agency in one of its two highest long-term rating categories and has been assigned by S&P its highest short-term rating, (ii) an account or accounts the deposits in which are fully insured by either the BIF or the SAIF, (iii) an account or accounts, in a depository institution in which such accounts are insured by the BIF or the SAIF (to the limits established by the FDIC), the uninsured deposits in which accounts are either invested in Permitted Investments or are otherwise secured to the extent required by the Rating Agencies such that, as evidenced by an Opinion of Counsel delivered to the Trustee, the Certificateholders have a claim with respect to the funds in such account or a perfected first security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution with which such account is maintained, (iv) a trust account maintained with the corporate trust department of a federal or state chartered depository institution or of a trust company with trust powers and acting in its fiduciary capacity for the benefit of the Trustee hereunder or (v) such account as will not cause either Rating Agency to downgrade or withdraw its then-current rating assigned to the Certificates, as evidenced in writing by the Rating Agencies.

ERISA: The Employee Retirement Income Security Act of 1974, as amended.

ERISA-Restricted Certificate: Any 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 $5,000,825 minus the aggregate amount of Fraud Losses that would have been allocated to the Junior Certificates in accordance with Section 4.03 in the absence of the Loss Allocation Limitation since the Cut-off Date, and (y) from the first to the fifth anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 1% (from the first to but excluding the third anniversaries of the Cut-off Date) or 0.5% (from and including the third to but excluding the fifth anniversaries of the Cut-off Date) of the aggregate outstanding principal balance of all of the Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (2) the Fraud Losses that would have been allocated to the Junior Certificates in accordance with Section 4.03 in the absence of the Loss Allocation Limitation since the most recent anniversary of the Cut-off Date. On or after the fifth anniversary of the Cut-off Date the Fraud Loss Amount shall be zero.

Group I Final Distribution Date: The Distribution Date on which the aggregate Certificate Principal Balance of the Group I Senior Certificates is reduced to zero.

Group I Senior Certificate: Any Class A1, Class A2, Class A3, Class A4, Class A6, Class A7, Class A8, Class A9, Class A10, Class A11, Class A12, Class A13, Class A14, Class A15, Class A16, Class A17, Class A18 or Class R Certificate.

Group II Senior Certificate: Any Class A5 Certificate.

Group II Senior Distribution Percentage: 0% through the Distribution Date in March 2004; 30% thereafter through the Distribution Date in March 2005; 40% thereafter through the Distribution Date in March 2006; 60% thereafter through the Distribution Date in March 2007; 80% thereafter through the Distribution Date in March 2008; and 100% thereafter.

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 Senior Certificates (other than the Class PO Certificates) immediately preceding such Distribution Date.

Group II Senior Principal Distribution Amount: With respect to any Distribution Date, the product of (a) the Senior Optimal Principal Amount for such date multiplied by (b) the Group II Senior Percentage for such date multiplied by (c) the Group II Senior Distribution Percentage for such date; provided, however, that (i) on the Group I Final Distribution Date, the Group II Senior Principal Distribution Amount will be increased by any portion of the Senior Optimal Principal Amount remaining after distributions of principal have been made on the Group I Senior Certificates and (ii) following the Group I Final Distribution Date, the Group II Senior Principal Distribution Amount will equal the Senior Optimal Principal Amount.

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: 4.950%.

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 LIBOR Certificates and 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. With respect to any Distribution Date and any Class of LIBOR Certificates, the one-month period commencing on the 25th day of the preceding month and ending on the 24th day of the month in which such Distribution Date occurs.

Interest Losses: The interest portion of (i) on or prior to the Cross-Over Date, any Excess Losses and (ii) after the Cross-Over Date, any Realized Losses and Debt Service Reductions.

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.

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: March 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: Any Class A3 or Class A4 Certificate.

LIBOR Determination Date: The second London Banking Day immediately preceding the commencement of each Interest Accrual Period for any LIBOR Certificates.

Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which the Company has determined that all amounts which it expects to recover on behalf of the Trust Fund from or on account of such Mortgage Loan have been recovered, including any Mortgage Loan with respect to which the Company determines not to foreclose upon the related Mortgaged Property based on its belief that such Mortgaged Property may be contaminated with or affected by hazardous or toxic wastes, materials or substances.

Liquidation Expenses: Expenses which are incurred by the Company in connection with the liquidation of any defaulted Mortgage Loan and not recovered by the Company under any Primary Insurance Policy for reasons other than the Company's failure to comply with Section 3.05, such expenses including, without limitation, legal fees and expenses, and, regardless of when incurred, any unreimbursed amount expended by the Company pursuant to Section 3.03 or Section 3.06 respecting the related Mortgage Loan and any related and unreimbursed Property Protection Expenses.

Liquidation Proceeds: Cash (other than Insurance Proceeds) received in connection with the liquidation of any defaulted Mortgage Loan whether through judicial foreclosure or otherwise.

Loan-to-Value Ratio: With respect to each Mortgage Loan, the original principal amount of such Mortgage Loan, divided by the Original Value of the related Mortgaged Property.

London Banking Day: Any day on which banks are open for dealing in foreign currency and exchange in London, England.

Loss Allocation Limitation: As defined in Section 4.03(g).

MLCC: Merrill Lynch Credit Corporation, or its successor in interest.

Monthly Advance: With respect to any Distribution Date, the aggregate of the advances required to be made by the Company pursuant to Section 4.04(a) (or by the Trustee pursuant to Section 4.04(b)) on such Distribution Date, the amount of any such Monthly Advance being equal to (a) the aggregate of payments of principal and interest (adjusted to the related Net Mortgage Rate) on the Mortgage Loans that were due on the related Due Date, without regard to any arrangements entered into by the Company with the related Mortgagors pursuant to
Section 3.02(a)(ii), and delinquent as of the close of business on the Business Day next preceding the related Determination Date, less (b) the amount of any such payments which the Company or the Trustee, as applicable, in its reasonable judgment believes will not be ultimately recoverable by it either out of late payments by the Mortgagor, Net Liquidation Proceeds, Insurance Proceeds, REO Proceeds or otherwise. With respect to any Mortgage Loan, the portion of any such advance or advances made with respect thereto.

Monthly Payment: The scheduled monthly payment on a Mortgage Loan for any month allocable to principal or interest on such Mortgage Loan.

Moody's: 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 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: Any Class S Certificate.

Notional Component: None.

Notional Component Balance: None.

Notional Principal Balance: As to any Distribution Date and the Class S Certificates, the aggregate Scheduled Principal Balance of the Outstanding Non-Discount Mortgage Loans as of the Due Date in the month preceding such Distribution Date. As to any Distribution Date and any Class S Certificate, such Certificate's Percentage Interest of the aggregate Notional Principal Balance of the Class S Certificates for such Distribution Date.

Officer's Certificate: A certificate signed by the President, a Senior Vice President or a Vice President of the Company and delivered to the Trustee.

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%.

Pool Scheduled Principal Balance: With respect to any Distribution Date, the aggregate Scheduled Principal Balance of all the Mortgage Loans that were Outstanding Mortgage Loans on the Due Date in the month next preceding the month of such Distribution Date (or, in the case of the first Distribution Date, the Cut-off Date; or, if so specified, such other date).

Prepayment Assumption: The assumed fixed schedule of prepayments on a pool of new mortgage loans with such schedule given as a monthly sequence of prepayment rates, expressed as annualized percent values. These values start at 0.2% per year in the first month, increase by 0.2% per year in each succeeding month until month 30, ending at 6.0% per year. At such time, the rate remains constant at 6.0% per year for the balance of the remaining term. Multiples of the Prepayment Assumption are calculated from this prepayment rate series.

Prepayment Assumption Multiple: 275% of the Prepayment Assumption.

Prepayment Distribution Trigger: As of any Distribution Date and as to each Class of Class B Certificates, the related Prepayment Distribution Trigger is satisfied if (x) the fraction, expressed as a percentage, the numerator of which is the aggregate Class Certificate Principal Balance of such Class and each Class subordinate thereto, if any, on such Distribution Date, and the denominator of which is the Pool Scheduled Principal Balance for such Distribution Date, equals or exceeds (y) such percentage calculated as of the Closing Date.

Prepayment Interest Excess: As to any Voluntary Principal Prepayment in full received from the first day through the fifteenth day of any calendar month (other than the calendar month in which the Cut-off Date occurs), all amounts paid in respect of interest on such Principal Prepayment. For purposes of determining the amount of Prepayment Interest Excess for any month, a Voluntary Principal Prepayment in full with respect to a Mortgage Loan serviced by a Primary Servicer shall be deemed to have been received when the Company, as servicer, receives notice thereof. All Prepayment Interest Excess shall be retained by the Company, as servicer, as additional servicing compensation.

Prepayment Period: With respect to any Distribution Date and any Voluntary Principal Prepayment in part or other Principal Prepayment other than a Voluntary Principal Prepayment in full, the calendar month preceding the month of such Distribution Date; with respect to any Distribution Date and any Voluntary Principal Prepayment in full, the period beginning on the sixteenth day of the calendar month preceding the month of such Distribution Date (or, in the case of the first Distribution Date, beginning on the Cut-off Date) and ending on the fifteenth day of the month in which such Distribution Date occurs.

Primary Insurance Policy: The certificate of private mortgage insurance relating to a particular Mortgage Loan, or an electronic screen print setting forth the information contained in such certificate of private mortgage insurance, including, without limitation, information relating to the name of the mortgage insurance carrier, the certificate number, the loan amount, the property address, the effective date of coverage, the amount of coverage and the expiration date of the policy. Each such policy covers defaults by the Mortgagor, which coverage shall equal the portion of the unpaid principal balance of the related Mortgage Loan that exceeds 75% (or such lesser coverage required or permitted by FNMA or FHLMC) of the Original Value of the underlying Mortgaged Property.

Primary Servicer: Any servicer with which the Company has entered into a servicing agreement, as described in Section 3.01(f).

Principal Balance Schedules: Any principal balance schedules attached hereto, if applicable, as Exhibit B, setting forth the PAC Balances of any PAC Certificates and PAC Components, the TAC Balances of any TAC Certificates and TAC Components and the Scheduled Balances of any Scheduled Certificates and Scheduled Components.

Principal Only Certificate: Any Class PO Certificate.

Principal Only Component: None.

Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan (including, for this purpose, any refinancing permitted by Section 3.01 and any REO Proceeds treated as such pursuant to Section 3.08(b)) which is received in advance of its scheduled Due Date and is not accompanied by an amount of interest representing scheduled interest for any month subsequent to the month of prepayment.

Private Placement Memorandum: The private placement memorandum relating to the Restricted Junior Certificates dated March 23, 1999.

Prohibited Transaction Exemption: U.S. Department of Labor Prohibited Transaction Exemption 89-89, 55 Fed. Reg. 42589, October 17, 1989.

Property Protection Expenses: With respect to any Mortgage Loan, expenses paid or incurred by or for the account of the Company in accordance with the related Mortgage for (a) real estate property taxes and property repair, replacement, protection and preservation expenses and (b) similar expenses reasonably paid or incurred to preserve or protect the value of such Mortgage to the extent the Company is not reimbursed therefor pursuant to the Primary Insurance Policy, if any, or any other insurance policy with respect thereto.

Proprietary Lease: With respect to a Cooperative Loan, the proprietary lease(s) or occupancy agreement with respect to the Cooperative Apartment occupied by the Mortgagor and relating to the related Cooperative Stock, which lease or agreement confers an exclusive right to the holder of such Cooperative Stock to occupy such apartment.

Purchase Price: With respect to any Mortgage Loan required or permitted to be purchased hereunder from the Trust Fund, an amount equal to 100% of the unpaid principal balance thereof plus interest thereon at the applicable Mortgage Rate from the date to which interest was last paid to the first day of the month in which such purchase price is to be distributed; provided, however, that if the Company is the servicer hereunder, such purchase price shall be net of unreimbursed Monthly Advances with respect to such Mortgage Loan, and the interest component of the Purchase Price may be computed on the basis of the Net Mortgage Rate for such Mortgage Loan.

QIB: A "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended.

Rating Agency: Any statistical credit rating agency, or its successor, that rated any of the Certificates at the request of the Company at the time of the initial issuance of the Certificates. If such agency or a successor is no longer in existence, "Rating Agency" shall be such statistical credit rating agency, or other comparable Person, designated by the Company, notice of which designation shall be given to the Trustee. References herein to the two highest long-term rating categories of a Rating Agency shall mean such ratings without any modifiers. As of the date of the initial issuance of the Certificates, the Rating Agencies are Fitch and S&P; except that for purposes of the Junior Certificates, other than the Class B5 Certificates, Fitch shall be the sole Rating Agency. The Class B5 Certificates are issued without ratings.

Realized Loss: Any (i) Deficient Valuation or (ii) as to any Liquidated Mortgage Loan, (x) the unpaid principal balance of such Liquidated Mortgage Loan plus accrued and unpaid interest thereon at the Net Mortgage Rate through the last day of the month of such liquidation less (y) the related Liquidation Proceeds and Insurance Proceeds (as reduced by the related Liquidation Expenses).

Record Date: The last Business Day of the month immediately preceding the month of the related Distribution Date.

Reference Banks: As defined in Section 5.08.

Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as amended.

Relief Act Mortgage Loan: Any Mortgage Loan as to which the Monthly Payment thereof has been reduced due to the application of the Relief Act.

REMIC: A "real estate mortgage investment conduit" within the meaning of section 860D of the Code.

REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at sections 860A through 860G of Part IV of Subchapter M of Chapter 1 of the Code, and related provisions, and U.S. Office of the Treasury temporary or final regulations promulgated thereunder, as the foregoing may be in effect from time to time, as well as provisions of applicable state laws.

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, Class PO Certificate or Class S Certificate.

Restricted Junior Certificate: Any Class B3, Class B4 or Class B5 Certificate.

S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

SAIF: The Savings Association Insurance Fund of the FDIC, or its successor in interest.

Scheduled Balance: As to any Distribution Date and any Class of Scheduled Certificates and any Scheduled Component, the balance designated as such for such Distribution Date and such Class or Component as set forth in the Principal Balance Schedules.

Scheduled Certificate: None.

Scheduled Component: None.

Scheduled Principal Balance: As to any Mortgage Loan and Distribution Date, the principal balance of such Mortgage Loan as of the Due Date in the month next preceding the month of such Distribution Date (or, if so specified, such other date) as specified in the amortization schedule at the time relating to such Mortgage Loan (before any adjustment to such amortization schedule by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period) after giving effect to any previous Principal Prepayments, Deficient Valuations incurred subsequent to the Bankruptcy Coverage Termination Date, adjustments due to the application of the Relief Act and the payment of principal due on such Due Date, irrespective of any delinquency in payment by the related Mortgagor. As to any Mortgage Loan and the Cut-off Date, the "unpaid balance" thereof specified in the initial Mortgage Loan Schedule.

Security Agreement: With respect to a Cooperative Loan, the agreement creating a security interest in favor of the originator in the related Cooperative Stock and Proprietary Lease.

Senior Certificate: Any Certificate other than a Junior Certificate or Class S 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 March 2004 to and including the Distribution Date in March 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 March 2005 to and including the Distribution Date in March 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 March 2006 to and including the Distribution Date in March 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 March 2007 to and including the Distribution Date in March 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 April 2004 and March 2005, (b) 35% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including April 2005 and March 2006, (c) 40% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including April 2006 and March 2007, (d) 45% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including April 2007 and March 2008 and (e) 50% of the Original Subordinate Principal Balance if such Distribution Date occurs during or after April 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 April 2004 and March 2005, (b) 15% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including April 2005 and March 2006,
(c) 20% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including April 2006 and March 2007, (d) 25% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including April 2007 and March 2008, and (e) 30% of the Original Subordinate Principal Balance if such Distribution Date occurs during or after April 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, an amount equal to the product of (i) the Scheduled Principal Balance of such Mortgage Loan as of the Due Date in the preceding calendar month and (ii) the Servicing Fee Rate for such Mortgage Loan.

Servicing Fee Rate: As to any Mortgage Loan, the per annum rate identified as such for such Mortgage Loan and set forth in the Mortgage Loan Schedule.

Servicing Officer: Any officer of the Company involved in, or responsible for, the administration and servicing of the Mortgage Loans whose name appears on a list of servicing officers attached to an Officer's Certificate furnished to the Trustee by the Company, as such list may from time to time be amended.

Single Certificate: A Certificate with an Initial Certificate Principal Balance, or initial Notional Principal Balance, of $1,000 or, in the case of a Class of Certificates issued with an initial Class Certificate Principal Balance or initial Notional Principal Balance of less than $1,000, such lesser amount.

Special 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 $6,352,015 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) 1.27% 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).

Strip Rate: With respect to the Class S Certificates and any Distribution Date, a variable rate per annum equal to the excess of (x) the weighted average (by Scheduled Principal Balance) carried to six decimal places, rounded down, of the Net Mortgage Rates of the Outstanding Non-Discount Mortgage Loans as of the Due Date in the preceding calendar month (or the Cut-off Date, in the case of the first Distribution Date) over (y) 6.50%; provided, however, that such calculation shall not include any Mortgage Loan that was the subject of a Voluntary Principal Prepayment in full received by the Company (or of which the Company received notice, in the case of a Mortgage Loan serviced by a Primary Servicer) on or after the first day but on or before the 15th day of such preceding calendar month.

Subordinate Certificates: As to any date of determination, first, the Class B5 Certificates until the Class Certificate Principal Balance thereof has been reduced to zero; second, the Class B4 Certificates until the Class 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.

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), and the Class S Certificates,
Section 4.01(a)(vi), in the case of the Class M Certificates, Section 4.01(a)(ix), in the case of the Class B1 Certificates, Section 4.01(a)(xii), in the case of the Class B2 Certificates, Section 4.01(a)(xv), in the case of the Class B3 Certificates, Section 4.01(a)(xviii), in the case of the Class B4 Certificates, and Section 4.01(a)(xxi), in the case of the Class B5 Certificates. 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, 99% of all Voting Rights shall be allocated to the Certificates other than the Class S Certificates, and 1% of all Voting Rights shall be allocated to the Class S Certificates. Voting Rights allocated to the Class S Certificates shall be allocated among the Certificates of such Class in proportion to their Notional Principal Balances. Voting Rights allocated to the other Classes of Certificates shall be allocated among such Classes (and among the Certificates within each such Class) in proportion to their Class Certificate Principal Balances (or Certificate Principal Balances), as the case may be.

Article II

CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01. Conveyance of Mortgage Loans. (a) The Company, concurrently with the execution and delivery of this Agreement, does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) all the right, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before, and all Principal Prepayments received before, the Cut-off Date).

The Company acknowledges it has sold all right, title and interest in and to the Mortgage Loans to the Trustee to the extent provided above and that retention of record title of Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only and that the Company holds record title solely as custodian for the Trustee for benefit of the Certificateholders. The Company agrees that it will take no action inconsistent with ownership of the Mortgage Loans by the Trustee and will not deliver any instrument of satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage Loan, except in accordance with the terms and the intent of this Agreement.

In addition, with respect to any Pledged Asset Mortgage Loan, the Company does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary under the Surety Bond in respect of any Pledged Asset Mortgage Loan.

(b) In connection with such transfer and assignment, the Company does hereby deliver to the Trustee the following documents or instruments with respect to:

(1) Each Mortgage Loan (other than any Cooperative Loan or Designated Loan) so transferred and assigned:

(i) The Mortgage Note, endorsed without recourse in blank by the Company, including all intervening endorsements showing a complete chain of endorsement from the originator to the Company; provided, however, that if such Mortgage Note is a Confirmatory Mortgage Note, such Confirmatory Mortgage Note may be payable directly to the Company or may show a complete chain of endorsement from the named payee to the Company;

(ii) Any assumption and modification agreement;

(iii) An assignment in recordable form (which may be included in a blanket assignment or assignments) of the Mortgage to the Trustee; and

(2) Each Cooperative Loan (other than a Designated Loan) so transferred and assigned:

(i) The Mortgage Note, endorsed without recourse in blank by the Company and showing an unbroken chain of endorsements from the originator to the Company; provided, however, that if such Mortgage Note is a Confirmatory Mortgage Note, such Confirmatory Mortgage Note may be payable directly to the Company or may show a complete chain of endorsement from the named payee to the Company;

(ii) A counterpart of the Proprietary Lease and the Assignment of Proprietary Lease executed in blank or to the originator of the Cooperative Loan;

(iii) The related Cooperative Stock Certificate, together with an undated stock power (or other similar instrument) executed in blank;

(iv) A counterpart of the recognition agreement by the Cooperative of the interests of the mortgagee with respect to the related Cooperative Loan;

(v) The Security Agreement;

(vi) Copies of the original UCC-1 financing statement, and any continuation statements, filed by the originator of such Cooperative Loan as secured party, each with evidence of recording thereof, evidencing the interest of the originator in the Cooperative Stock and the Proprietary Lease;

(vii) If applicable, copies of the UCC-3 assignments of the security interest described in clause (vi) above, sent to the appropriate public office for filing, showing an unbroken chain of title from the originator to the Company, evidencing the security interest of the originator in the Cooperative Stock and the Proprietary Lease;

(viii) An executed assignment (which may be a blanket assignment for all Cooperative Loans) of the interest of the Company in the Security Agreement, Assignment of Proprietary Lease and the recognition agreement described in clause (iv) above, showing an unbroken chain of title from the originator to the Trustee; and

(ix) A UCC-3 assignment from the Company to the Trustee of the security interest described in clause (vi) above, in form suitable for filing, otherwise complete except for filing information regarding the original UCC-1 if unavailable (which may be included in a blanket assignment to the Trustee).

In instances where a completed assignment of the Mortgage in recordable form cannot be delivered by the Company to the Trustee in accordance with
Section 2.01(b)(1)(iii) prior to or concurrently with the execution and delivery of this Agreement, due to a delay in connection with recording of the Mortgage, the Company may, in lieu of delivering the completed assignment in recordable form, deliver to the Trustee the assignment in such form, otherwise complete except for recording information.

(3) With respect to each Designated Loan, the Company does hereby deliver to the Trustee the Designated Loan Closing Documents.

(c) In connection with each Mortgage Loan transferred and assigned to the Trustee, the Company shall deliver to the Trustee the following documents or instruments as promptly as practicable, but in any event within 30 days, after receipt by the Company of all such documents and instruments for all of the outstanding Mortgage Loans:

(i) the Mortgage with evidence of recording indicated thereon (other than with respect to a Cooperative Loan);

(ii) a copy of the title insurance policy (other than with respect to a Cooperative Loan);

(iii) with respect to any Mortgage that has been assigned to the Company, the related recorded intervening assignment or assignments of Mortgage, showing a complete chain of assignment from the originator to the Company (other than with respect to a Cooperative Loan); and

(iv) with respect to any Cooperative Loan that has been assigned to the Company, the related filed intervening UCC-3 financing statements (not previously delivered pursuant to Section 2.01(b)(2)(vii)), showing a complete chain of assignment from the named originator to the Company.

Pending such delivery, the Company shall retain in its files (a) copies of the documents described in clauses (i) and (iii) of the preceding sentence, without evidence of recording thereon, and (b) title insurance binders with respect to the Mortgage Loans (other than with respect to a Cooperative Loan). The Company shall also retain in its files evidence of any primary mortgage insurance relating to the Mortgage Loans during the period when the related insurance is in force. Such evidence shall consist, for each Mortgage Loan, of a certificate of private mortgage insurance relating to such Mortgage Loan or an electronic screen print setting forth the information contained in such certificate of private mortgage insurance, including, without limitation, information relating to the name of the mortgage insurance carrier, the certificate number, the loan amount, the property address, the effective date of coverage, the amount of coverage and the expiration date of the policy. (The copies of the Mortgage, intervening assignments of Mortgage, if any, title insurance binder and the Primary Insurance Policy, if any, described in the second and third preceding sentences are collectively referred to herein as the "Document File" with respect to each Mortgage Loan.) The Company shall advise the Trustee in writing if such delivery to the Trustee shall not have occurred on or before the first anniversary of the Closing Date. The Company shall promptly furnish to the Trustee the documents included in the Document Files (other than any such documents previously delivered to the Trustee as originals or copies) either (a) upon the written request of the Trustee or (b) when the Company or the Trustee obtains actual notice or knowledge of a Trigger Event. The Trustee shall have no obligation to request delivery of the Document Files unless a Responsible Officer of the Trustee has actual notice or knowledge of the occurrence of a Trigger Event.

In the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the date of execution and delivery of this Agreement, the Company, in lieu of delivering the above documents to the Trustee, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.09.

(d) The Company shall not be required to record the assignments of the Mortgages referred to in Section 2.01(b)(1)(iii) or file the UCC-3 assignments referred to in Section 2.01(b)(2)(ix) to the Trustee unless the Company or the Trustee obtains actual notice or knowledge of the occurrence of any Trigger Event; provided, however, that such recording or filing shall not be required if the Company delivers to the Trustee a letter from each Rating Agency to the effect that the failure to take such action will not cause such Rating Agency to reduce or withdraw its then current ratings of the Certificates. The party obtaining actual notice or knowledge of any of such events shall give the other party prompt written notice thereof. For purposes of the foregoing (as well as for purposes of determining whether the Company shall be required to deliver the Document Files to the Trustee following the occurrence of a Trigger Event), the Company shall be deemed to have knowledge of any such downgrading referred to in the definition of Trigger Event if, in the exercise of reasonable diligence, the Company has or should have had knowledge thereof. As promptly as practicable subsequent to the Company's delivery or receipt of such written notice, as the case may be, the Company shall insert the recording or filing information in the assignments of the Mortgages or UCC-3 assignments to the Trustee and shall cause the same to be recorded or filed, at the Company's expense, in the appropriate public office for real property records or UCC financing statements, except that the Company need not cause to be so completed and recorded any assignment of mortgage which relates to a Mortgage Loan secured by property in a jurisdiction under the laws of which, on the basis of an Opinion of Counsel reasonably satisfactory to the Trustee and satisfactory to each Rating Agency (as evidenced in writing), recordation of such assignment is not necessary to protect the Trustee against discharge of such Mortgage Loan by the Company or any valid assertion that any Person other than the Trustee has title to or any rights in such Mortgage Loan. In the event that the Company fails or refuses to record or file the assignment of Mortgages or UCC-3 financing statement in the circumstances provided above, the Trustee shall record or cause to be recorded or filed such assignment or UCC-3 financing statement at the expense of the Company. In connection with any such recording or filing, the Company shall furnish such documents as may be reasonably necessary to accomplish such recording or filing. Notwithstanding the foregoing, at any time the Company may record or file, or cause to be recorded or filed, the assignments of Mortgages or UCC-3 financing statement at the expense of the Company.

Section 2.02. Acceptance by Trustee. Subject to the examination hereinafter provided, the Trustee acknowledges receipt of the Mortgage Notes, the assignments of the Mortgages to the Trustee, the assumption and modification agreements, if any, the documents specified in Section 2.01(b)(2) (subject to any permitted delayed delivery of the documents described in Section 2.01(c)(iv)), and the Designated Loan Closing Documents, if any, delivered pursuant to Section 2.01, and declares that the Trustee holds and will hold such documents and each other document delivered to it pursuant to Section 2.01 in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of Certificateholders, to review each Mortgage File within 45 days after (i) the execution and delivery of this Agreement, in the case of the Mortgage Notes, the assignments of the Mortgages to the Trustee, the assumption and modification agreements, if any, the documents specified in Section 2.01(b)(2) (subject to any permitted delayed delivery of the documents described in Section 2.01(c)(iv)), and the Designated Loan Closing Documents, if any, (ii) delivery to the Trustee after the Closing Date of the Mortgage Notes and the assumption and modification agreements, if any, with respect to each Designated Loan, and
(iii) delivery of the recorded Mortgages, title insurance policies, recorded intervening assignments of Mortgage, if any, and filed intervening UCC-3 financing statements, if any, with respect to any Cooperative Loan to ascertain that all required documents set forth in Section 2.01 have been executed, received and recorded, if applicable, and that such documents relate to the Mortgage Loans identified in Exhibit C hereto. In performing such examination, the Trustee may conclusively assume the due execution and genuineness of any such document and the genuineness of any signature thereon. It is understood that the scope of the Trustee's examination of the Mortgage Files is limited solely to confirming, after receipt of the documents listed in Section 2.01, that such documents have been executed, received and recorded, if applicable, and relate to the Mortgage Loans identified in Exhibit C to this Agreement. If in the course of such review the Trustee finds (1) that any document required to be delivered as aforesaid has not been delivered, or (2) any such document has been mutilated, defaced or physically altered without the borrower's authorization or approval, or (3) based upon its examination of such documents, the information with respect to any Mortgage Loan set forth on Exhibit C is not accurate, the Trustee shall promptly so notify the Company in writing, which shall have a period of 60 days after receipt of such notice to correct or cure any such defect. The Company hereby covenants and agrees that, if any such material defect cannot be corrected or cured, the Company will on a Distribution Date which is not later than the first Distribution Date which is more than ten days after the end of such 60-day period repurchase the related Mortgage Loan from the Trustee at the Purchase Price therefor or replace such Mortgage Loan pursuant to Section 2.03(b); provided, however, that if the defect (or breach pursuant to Section 2.03(a)) is one that, had it been discovered before the Startup Day, would have prevented the Mortgage Loan from being a "qualified mortgage" within the meaning of the REMIC Provisions, such defect or breach shall be cured, or the related Mortgage Loan shall be repurchased or replaced, on a Distribution Date which falls within 90 days of the date of discovery of such defect or breach. The Purchase Price for the repurchased Mortgage Loan, or any amount required in respect of a substitution pursuant to Section 2.03(b), shall be deposited by the Company in the Certificate Account pursuant to Section 3.02(d) on the Business Day prior to the applicable Distribution Date and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Company the related Mortgage File and shall execute and deliver or cause to be executed and delivered such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Company any Mortgage Loan released pursuant hereto. It is understood and agreed that the obligation of the Company to repurchase or replace any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the Trustee on behalf of Certificateholders.

Upon receipt by the Trustee of the Mortgage Note with respect to a Designated Loan that is not defective in accordance with the fifth sentence of the preceding paragraph, the related Lost Note Affidavit delivered pursuant to
Section 2.01 shall be void and the Trustee shall return it to the Company.

Section 2.03. Representations and Warranties of the Company; Mortgage Loan Repurchase. (a) The Company hereby represents and warrants to the Trustee that:

(i) The information set forth in Exhibit C hereto was true and correct in all material respects at the date or dates respecting which such information is furnished;

(ii) As of the date of the initial issuance of the Certificates, other than with respect to Cooperative Loans, each Mortgage is a valid and enforceable first lien on the property securing the related Mortgage Note subject only to (a) the lien of current real property taxes and assessments, (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally in the area wherein the property subject to the Mortgage is located or specifically reflected in the appraisal obtained in connection with the origination of the related Mortgage Loan obtained by the Company and (c) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage;

(iii) Immediately prior to the transfer and assignment herein contemplated, the Company had good title to, and was the sole owner of, each Mortgage Loan and all action had been taken to obtain good record title to each related Mortgage. Each Mortgage Loan has been transferred free and clear of any liens, claims and encumbrances;

(iv) As of the date of the initial issuance of the Certificates, no payment of principal of or interest on or in respect of any Mortgage Loan is 30 or more days past due and none of the Mortgage Loans have been past due 30 or more days more than once during the preceding 12 months;

(v) As of the date of the initial issuance of the Certificates, other than with respect to Cooperative Loans, there is no mechanics' lien or claim for work, labor or material affecting the premises subject to any Mortgage which is or may be a lien prior to, or equal or coordinate with, the lien of such Mortgage except those which are insured against by the title insurance policy referred to in (x) below;

(vi) As of the date of the initial issuance of the Certificates, other than with respect to Cooperative Loans, there is no delinquent tax or assessment lien against the property subject to any Mortgage;

(vii) As of the date of the initial issuance of the Certificates, there is no valid offset, defense or counterclaim to any Mortgage Note or Mortgage, including the obligation of the Mortgagor to pay the unpaid principal and interest on such Mortgage Note;

(viii) As of the date of the initial issuance of the Certificates, the physical property subject to any Mortgage (or, in the case of a Cooperative Loan, the related Cooperative Apartment) is free of material damage and is in good repair;

(ix) Each Mortgage Loan at the time it was made complied in all material respects with applicable state and federal laws, including, without limitation, usury, equal credit opportunity and disclosure laws;

(x) Other than with respect to Cooperative Loans, a lender's title insurance policy or binder, or other assurance of title insurance customary in the relevant jurisdiction therefor was issued on the date of the origination of each Mortgage Loan and each such policy or binder is valid and remains in full force and effect;

(xi) None of the Mortgage Loans constitute Pledged Asset Mortgage Loans. The Loan-to-Value Ratio of each Mortgage Loan (other than Pledged Asset Mortgage Loans) was not more than 95.00%. Each Mortgage Loan that had, as of the Cut-off Date, a Loan-to-Value Ratio of more than 80% is covered by a Primary Insurance Policy so long as its then outstanding principal amount exceeds 80% of the greater of (a) the Original Value and (b) the then current value of the related Mortgaged Property as evidenced by an appraisal thereof satisfactory to the Company. Each Primary Insurance Policy is issued by a private mortgage insurer acceptable to FNMA or FHLMC. None of the Pledged Asset Mortgage Loans is covered by a Primary Insurance Policy;

(xii) Each Mortgage Note is payable on the first day of each month in self-amortizing monthly installments of principal and interest, with interest payable in arrears, over an original term of not more than thirty years. The Mortgage Rate of each Mortgage Note of the related Mortgage Loan was not less than 5.875% per annum and not greater than 9.000% 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 11.50% of the Mortgage Loans by Scheduled Principal Balance had a Scheduled Principal Balance of more than $500,000 and up to and including $750,000; (ii) no more than 2.00% of the Mortgage Loans by Scheduled Principal Balance had a Scheduled Principal Balance of more than $750,000 and up to and including $1,000,000; and (iii) none of the Mortgage Loans by Scheduled Principal Balance had a Scheduled Principal Balance of more than $1,000,000;

(xv) As of the Cut-off Date, no more than 1.50% 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 92.75% of the Mortgage Loans by Scheduled Principal Balance are secured by one-family detached residences;

(xviii) As of the Cut-off Date, no more than 3.25% of the Mortgage Loans by Scheduled Principal Balance are secured by condominiums and, as of the Cut-off Date, no more than 1.25% of the Mortgage Loans by Scheduled Principal Balance are secured by two- to four-family residential properties. As to each condominium or related Mortgage Loan, (a) the related condominium is in a project that is on the FNMA or FHLMC approved list, (b) the related condominium is in a project that, upon submission of appropriate application, could be so approved by either FNMA or FHLMC, (c) the related Mortgage Loan meets the requirements for purchase by FNMA or FHLMC, (d) the related Mortgage Loan is of the type that could be approved for purchase by FNMA or FHLMC but for the principal balance of the related Mortgage Loan or the pre-sale requirements or (e) the related Mortgage Loan has been approved by a nationally recognized mortgage pool insurance company for coverage under a mortgage pool insurance policy issued by such insurer. As of the Cut-off Date, no more than 0.25% 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, none of the Mortgage Loans constituted Buydown Mortgage Loans;

(xxi) The original principal balances of the Mortgage Loans range from $237,000.00 to $1,000,000.00;

(xxii) As of the Cut-off Date, no more than 1.75% of the Mortgage Loans by Scheduled Principal Balance are secured by second homes and no more than 0.25% 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 Trusts -- The Mortgage Loans" in the Company's prospectus dated March 12, 1999, accompanying the Prospectus Supplement dated March 23, 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 0.25% 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 Net Mortgage Rate, to be deposited by the Company in the Certificate Account pursuant to Section 2.02), (b) have a Mortgage Rate not less than, and not more than one percentage point greater than, the Mortgage Rate of the Defective Mortgage Loan, (c) have the same Net Mortgage Rate as the Defective Mortgage Loan, (d) have a remaining term to stated maturity not later than, and not more than one year less than, the remaining term to stated maturity of the Defective Mortgage Loan, (e) be, in the reasonable determination of the Company, of the same type, quality and character as the Defective Mortgage Loan as if the defect or breach had not occurred, (f) have a ratio of its current principal amount to its Original Value not greater than that of the removed Mortgage Loan and (g) be, in the reasonable determination of the Company, in compliance with the representations and warranties contained in Section 2.03(a) as of the date of substitution.

The Company shall amend the Mortgage Loan Schedule to reflect the withdrawal of any Defective Mortgage Loan and the substitution of a substitute Mortgage Loan therefor. Upon such amendment the Company shall be deemed to have made as to such substitute Mortgage Loan the representations and warranties set forth in Section 2.03(a) as of the date of such substitution, which shall be continuing as long as any Certificate shall be outstanding or this Agreement has not been terminated, and the remedies for breach of any such representation or warranty shall be as set forth in Section 2.03(a). Upon such amendment, the Trustee shall review the Mortgage File delivered to it relating to the substitute Mortgage Loan, within the time and in the manner and with the remedies specified in Section 2.02, except that for purposes of this Section
2.03(b) (other than the two-year period specified in the first sentence of the preceding paragraph of this Section 2.03(b)), such time shall be measured from the date of the applicable substitution.

Section 2.04. Execution of Certificates. The Trustee has caused to be executed, countersigned and delivered to or upon the order of the Company, in exchange for the Mortgage Loans, the Certificates in authorized denominations evidencing the entire ownership of the Trust Fund.

Section 2.05. 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 Net Mortgage Rate to the date of such certification has been credited to the Mortgage Loan Payment Record, release the related Mortgage File to the Company whereupon the Company may cancel the related Mortgage Note. Upon request by the Company after the execution and delivery of this Agreement, the Trustee shall furnish the Company with any powers of attorney and other documents necessary or appropriate to enable the Company to carry out its servicing and administrative duties hereunder. Except as otherwise provided herein, the Company shall maintain servicing standards substantially equivalent to those required for approval by FNMA or FHLMC. The Company shall not agree to any modification of the material terms of any Mortgage Loan except as provided in 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 Net Mortgage Rate on the Mortgage Loan received from the related Mortgagor, including any Buydown Funds applied with respect to interest at the applicable Net Mortgage Rate on any Buydown Mortgage Loan;

(iii) All Liquidation Proceeds received by the Company with respect to such Mortgage Loan and the Purchase Price for any Mortgage Loan purchased by the Company pursuant to 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 between the Servicing Fee and interest at the Net Mortgage Rate in proportion to the amount of such accrued interest which would have been allocated to each such category in the absence of any shortfall.

(e) Notwithstanding anything to the contrary contained herein, the Company shall have the right to enter into an agreement substantially in the form of Exhibit K hereto with any Person that is the Holder of 100% of the Class B5 Certificates (provided that such form may be revised to delete the option on the part of such Person to purchase a defaulted Mortgage Loan as set forth in
Section 2.02(f) thereof). Prior to entering into any such agreement with any Person, the Company shall obtain a certification from such Person to the effect that (i) such Person is not an "affiliate" (within the meaning of the Prohibited Transaction Exemption) of the Trustee and (ii) such Person will not purchase any Certificates if such purchase would cause such Person to hold more than a ten percent interest in the Mortgage Pool. It is understood that the right of the Company to be reimbursed for Monthly Advances and Nonrecoverable Advances under this Agreement shall not be affected in any way by the provisions of any such agreement. The Trustee hereby agrees to perform such obligations as may be expressly required of it pursuant to the provisions of such agreement and to promptly notify each party to such agreement if a Responsible Officer of the Trustee (with direct responsibility for administration of this Agreement) becomes aware of any discussions, plans or events that might lead to the Trustee's becoming an "affiliate" (within the meaning of the Prohibited Transaction Exemption) of any Person with which the Company has entered into such agreement, provided that the contents of any such notification shall be kept confidential by the parties to such agreement. The Company agrees to promptly notify the Trustee upon entering into any such agreement. In addition, the Company shall provide the Trustee with such information as may be necessary for the Trustee to perform its obligations thereunder, including written instructions, clearly identifying the source, amount and application of funds to be deposited or withdrawn from the Collateral Fund (as defined in such agreement). The Trustee shall provide the Company with such information concerning credits and debits to the Collateral Fund on account of income, gains and losses realized from Collateral Fund Permitted Investments (as defined in such agreement), and costs associated with the purchase and sale thereof, as the Company may request in order to prepare the instructions described in the preceding sentence.

In addition, subject to the provisions of the preceding paragraph, the Company shall have the right to enter into an agreement substantially in the form of Exhibit K hereto with the Person that is the Holder of 100% of the Class B4 Certificates, provided that (i) such Person is also the Holder of 100% of the Class B5 Certificates, (ii) such Person shall have no rights under such agreement until the date on which the Class Certificate Principal Balance of the Class B5 Certificates has been reduced to zero, and (iii) any rights of such Person under such agreement shall terminate in the event that such Person transfers, directly or indirectly, the Class B4 Certificates to any other Person.

Section 3.09. Trustee to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage Loan, the Company will immediately notify the Trustee by a certification (which certification shall include a statement to the effect that all amounts received in connection with such payment which are required to be credited to the Mortgage Loan Payment Record pursuant to Section 3.02 have been so credited) of a Servicing Officer and shall request delivery to it of the Mortgage File. If a Buydown Mortgage Loan is the subject of a Principal Prepayment in full during the related Buydown Period, the related Buydown Funds will be applied or returned to the Person entitled thereto in accordance with the terms of such Buydown Mortgage Loan. Upon receipt of such certification and request in form satisfactory to the Trustee, the Trustee shall promptly, but in any event within five Business Days, release the related Mortgage File to the Company; provided, that the Trustee shall not be responsible for any delay in the release of a Mortgage File resulting from acts beyond its control, including without limitation, acts of God, strikes, lockouts, riots, acts of war or terrorism, epidemics, nationalization, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. Upon any such payment in full, the Company is authorized to execute, pursuant to the authorization contained in Section 3.01, an instrument of satisfaction regarding such Mortgage, which instrument of satisfaction shall be recorded by the Company if required by applicable law and be delivered to the Person entitled thereto, it being understood and agreed that no expenses incurred in connection with such instrument of satisfaction shall be reimbursed from amounts at the time credited to the Mortgage Loan Payment Record. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan (including, without limitation, collection under any Primary Insurance Policy), the Trustee shall, upon request of the Company and delivery to the Trustee of a receipt signed by a Servicing Officer, release the related Mortgage File to the Company and shall execute such documents as shall be necessary to the prosecution of any such proceedings. Such receipt shall obligate the Company to return the Mortgage File to the Trustee when the need therefor by the Company no longer exists unless the Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate of a Servicing Officer similar to that hereinabove specified, the receipt shall be released by the Trustee to the Company.

Section 3.10. Servicing Compensation; Payment of Certain Expenses by the Company. (a) As compensation for its activities and obligations hereunder, the Company shall be entitled to withhold and pay to itself out of each payment received by it on account of interest on each Mortgage Loan (including the portion of any Buydown Funds applied to the related Buydown Mortgage Loan for the applicable period) an amount equal to the Servicing Fee. The aggregate of the Servicing Fees payable to the Company on any Distribution Date shall be reduced by the amount of any Compensating Interest Payment for such Distribution Date. Additional servicing compensation in the form of Prepayment Interest Excess, assumption fees, modification fees, late payment charges, interest income or gain with respect to amounts deposited in the Certificate Account and invested by the Company or otherwise shall be retained by the Company, subject to Section 3.10(b), if applicable. The Company shall be required to pay all expenses incurred by it in connection with its activities hereunder (including payment of Trustee fees and all other fees and expenses not expressly stated hereunder to be for the account of the Certificateholders) and shall not be entitled to reimbursement therefor except as provided in Sections 3.01, 3.03, 3.04 and 3.08.

(b) The Company may, as a condition to granting any request by a Mortgagor for any consent, modification, waiver or amendment or any other matter or thing, the granting of which is in the Company's discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by other sections of this Agreement, require (to the extent permitted by applicable law) that such Mortgagor pay to it a reasonable or customary fee in accordance with the schedule set forth as Exhibit H (which may be amended from time to time by provision of a revised schedule of such fees to the Trustee, whereupon such revised schedule shall be deemed to be Exhibit H hereunder) for the additional services performed in connection with such request, together with any related costs and expenses incurred by it. Such fees shall be additional servicing compensation to the Company.

Section 3.11. Reports to the Trustee; Certificate Account Statements. Not later than 15 days after each Distribution Date, the Company shall forward to the Trustee a statement, certified by a Servicing Officer, setting forth the status of the Mortgage Loan Payment Record as of the close of business on such Distribution Date and showing, for the period covered by such statement, the aggregate of credits to the Mortgage Loan Payment Record for each category of credit specified in Section 3.02 and each category of debit specified in Section 3.04.

Section 3.12. Annual Statement as to Compliance. The Company will deliver to the Trustee, on or before March 31 of each year, beginning with March 31, 2000, an Officer's Certificate stating that (a) a review of the activities of the Company during the preceding calendar year and of its performance under this Agreement has been made under such Officer's supervision and (b) to the best of such Officer's knowledge, based on such review, the Company has fulfilled all its material obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such Officer and the nature and status thereof.

Section 3.13. Annual Independent Public Accountants' Servicing Report. On or before March 31 of each year, beginning with March 31, 2000, the Company shall:

(a) furnish to a firm of independent public accountants (which may also render other services to the Company) a statement substantially to the effect that the Company has complied in all material respects with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers (the "Minimum Servicing Standards") with respect to the mortgage loans in the Company's servicing portfolio (which may exclude home equity loans) or, if there has been material noncompliance with such servicing standards, containing a description of such noncompliance; and

(b) at its expense cause such firm of independent public accountants to furnish a report to the Trustee stating its opinion as to the Company's assertion contained in the statement delivered pursuant to Section 3.13(a), which opinion shall be based on an examination conducted by such firm in accordance with the standards established by the American Institute of Certified Public Accountants, including examining, on a test basis, evidence about the Company's compliance with the Minimum Servicing Standards. Such opinion shall be to the effect that the Company has complied in all material respects with the Minimum Servicing Standards with respect to the mortgage loan portfolio described in the Company's statement delivered pursuant to Section 3.13(a) hereof or if there has been material noncompliance with the Minimum Servicing Standards, shall contain a description of such noncompliance in accordance with applicable accounting standards. In rendering such report, such firm may rely, as to matters relating to direct servicing of Mortgage Loans by any primary servicer, upon comparable reports of independent public accountants with respect to such primary servicer.

Section 3.14. Access to Certain Documentation and Information Regarding the Mortgage Loans. To the extent permitted by applicable law, the Company shall provide to the Trustee, Certificateholders which are regulated insurance entities and the applicable insurance regulatory agencies thereof, Certificateholders which are federally insured savings and loan associations, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners thereof access to the documentation regarding the Mortgage Loans required by applicable regulations of the Office of Thrift Supervision or of such insurance regulatory agencies, as the case may be, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Company. Nothing in this Section 3.14 shall derogate from the obligation of the Company to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of the Company to provide access as provided in this Section 3.14 as a result of such obligation shall not constitute a breach of this Section 3.14.

Section 3.15. Maintenance of Certain Servicing Policies. The Company shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees or agents. Each such policy or policies and bond shall, together, comply with the requirements from time to time of FNMA for persons performing servicing for mortgage loans purchased by such association.

Section 3.16. Optional Purchase of Defaulted Mortgage Loans. The Company shall have the right, but not the obligation, to purchase any Defaulted Mortgage Loan for a price equal to the Purchase Price therefor. Any such purchase shall be accomplished as provided in Section 4.04(a) hereof.

Article IV

PAYMENTS AND STATEMENTS

Section 4.01. Distributions. (a) On each Distribution Date, the Trustee shall withdraw the Available Funds from the Certificate Account and shall make distributions to Holders of the Certificates as of the preceding Record Date in the following order of priority, to the extent of the remaining Available Funds:

(i) to each Class of Senior Certificates (other than any Class of Principal Only Certificates) and the Class S Certificates, the Accrued Certificate Interest thereon for such Distribution Date; provided, however, that any shortfall in available amounts shall be allocated among such Classes in proportion to the amount of Accrued Certificate Interest that would otherwise be distributable thereto;

(ii) to each Class of Senior Certificates (other than any Class of Principal Only Certificates) and the Class S 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, except that the "Class A5 Principal Distribution Amount" in Exhibit O shall be deemed to be the "Group II Senior Principal Distribution Amount;"

(iv) to the Class PO Certificates, any Class PO Deferred Amount for such Distribution Date, up to an amount not to exceed the Junior Optimal Principal Amount for such Distribution Date, until the Class Certificate Principal Balance of such Class has been reduced to zero; provided, that any such amounts distributed to the Class PO Certificates pursuant to this clause (iv) shall not reduce the Class Certificate Principal Balance thereof;

(v) to the Class M Certificates, the Accrued Certificate Interest thereon for such Distribution Date;

(vi) to the Class M Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date;

(vii) to the Class M Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date;

(viii) to the Class B1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date;

(ix) to the Class B1 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date;

(x) to the Class B1 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date;

(xi) to the Class B2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date;

(xii) to the Class B2 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date;

(xiii) to the Class B2 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date;

(xiv) to the Class B3 Certificates, the Accrued Certificate Interest thereon for such Distribution Date;

(xv) to the Class B3 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date;

(xvi) to the Class B3 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date;

(xvii) to the Class B4 Certificates, the Accrued Certificate Interest thereon for such Distribution Date;

(xviii) to the Class B4 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date;

(xix) to the Class B4 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date;

(xx) to the Class B5 Certificates, the Accrued Certificate Interest thereon for such Distribution Date;

(xxi) to the Class B5 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; and

(xxii) to the Class B5 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date.

Notwithstanding the foregoing, amounts otherwise distributable pursuant to clauses (vii), (x), (xiii), (xvi), (xix) and (xxii) on any Distribution Date shall be reduced, in inverse order of priority, by any amount distributed pursuant to clause (iv) on such date, such that such amount distributed pursuant to clause (iv) on such date shall be applied first to reduce the amount distributable pursuant to clause (xxii), and then, to the extent of any excess, applied second, to reduce the amount distributable pursuant to clause (xix), third, to reduce the amount distributable pursuant to clause (xvi), fourth, to reduce the amount distributable pursuant to clause (xiii), fifth, to reduce the amount distributable pursuant to clause (x) and sixth, to reduce the amount distributable pursuant to clause (vii).

(b) On each Distribution Date, the Trustee shall distribute to the holder of the Class R Certificate any remaining Available Funds for such Distribution Date after application of all amounts described in clause (a) of this Section 4.01, together with any Unanticipated Recoveries received by the Company in the calendar month preceding the month of such Distribution Date and not distributed on such Distribution Date to the holders of outstanding Certificates of any other Class pursuant to Section 4.01(f). Any distributions pursuant to this clause (b) shall not reduce the Class Certificate Principal Balance of the Class R Certificate.

(c) If on any Distribution Date the Class Certificate Principal Balances of the Junior Certificates have each been reduced to zero, the amount distributable to the Senior Certificates other than the Class PO Certificates pursuant to
Section 4.01(a)(iii) for such Distribution Date and each succeeding Distribution Date shall be allocated among such Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Principal Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.01(a)(iii).

(d) If on any Distribution Date (i) the Class Certificate Principal Balance of the Class M Certificates or any Class of Class B Certificates for which the related Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable pursuant to clauses (ii), (iv) and (v) of the Junior Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (xxii) of Section 4.01(a) have been distributed, such amounts shall be distributed on such Distribution Date to the remaining Classes of Junior Certificates in order of priority, such that no such distribution shall be made to any Class of Junior Certificates while a prior such Class is outstanding.

(e) [Reserved]

(f) In the event that in any calendar month the Company recovers an amount (an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.03, on the Distribution Date in the next succeeding calendar month the Trustee shall withdraw from the Certificate Account and distribute to the holders of each outstanding Class to which such Realized Loss had previously been allocated its share (determined as described in the succeeding paragraph) of such Unanticipated Recovery in an amount not to exceed the amount of such Realized Loss previously allocated to such Class. When the Class Certificate Principal Balance of a Class of Certificates has been reduced to zero, the holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (f). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute to the holders of all outstanding Classes of the related Certificates to which Realized Losses had previously been allocated and not reimbursed their pro rata share (determined as described below) of such excess in an amount not to exceed the aggregate amount of any Realized Loss previously allocated to such Class with respect to any other Mortgage Loan that has not been recovered in accordance with Section 4.01(f). Any distributions made pursuant to this Section 4.01(f) shall not reduce the Class Certificate Principal Balance of the related Certificate.

For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be (i) with respect to the Class PO Certificates, based on the applicable PO Percentage of the principal portion of the Realized Loss previously allocated thereto with respect to such Mortgage Loan (or all Mortgage Loans for purposes of the next to last sentence of the preceding paragraph), and (ii) with respect to any other Class of Certificates, based on its pro rata share (in proportion to the Class Certificate Principal Balances thereof with respect to such Distribution Date) of the applicable Non-PO Percentage of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans); provided, however, that (i) the share of an Unanticipated Recovery allocable to a Class PO Certificate with respect to any Mortgage Loan (or Loans) shall be reduced by the aggregate amount previously distributed to such Class on account of the applicable Class PO Deferred Amount in respect of such Mortgage Loan (or Loans) and (ii) the amount by which the distributions to the Class PO Certificates have been so reduced shall be distributed to the Classes of Certificates described in clause (ii) of the preceding paragraph in the same proportion as described in such clause (ii). For purposes of the preceding sentence, any Class PO Deferred Amount distributed to a Class PO Certificate on previous Distribution Dates shall be deemed to have been allocated in respect of the Mortgage Loans as to which the applicable PO Percentage of the principal portion of Realized Losses has previously been allocated to such Class on a pro rata basis (based on the amount of Realized Losses so allocated).

Section 4.02. Method of Distribution. (a) All distributions with respect to each Class of Certificates on each Distribution Date shall be made pro rata among the outstanding Certificates of such Class, based on the Percentage Interest in such Class represented by each Certificate. Payments to the Certificateholders on each Distribution Date will be made by the Trustee to the Certificateholders of record on the related Record Date (other than as provided in Section 9.01 respecting the final distribution) by check or money order mailed to a Certificateholder at the address appearing in the Certificate Register, or upon written request by such Certificateholder to the Trustee made not later than the applicable Record Date, by wire transfer to a U.S. depository institution acceptable to the Trustee, or by such other means of payment as such Certificateholder and the Trustee shall agree.

(b) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, which shall credit the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each Financial Intermediary for which it acts as agent. Each Financial Intermediary shall be responsible for disbursing funds to the Certificate Owners that it represents. All such credits and disbursements with respect to a Book-Entry Certificate are to be made by the Depository and the Depository Participants in accordance with the provisions of the applicable Certificates. Neither the Trustee nor the Company shall have any responsibility therefor except as otherwise provided by applicable law.

(c) The Trustee shall withhold or cause to be withheld such amounts as it reasonably determines are required by the Code (giving full effect to any exemptions from withholding and related certifications required to be furnished by Certificateholders or Certificate Owners and any reductions to withholding by virtue of any bilateral tax treaties and any applicable certification required to be furnished by Certificateholders or Certificate Owners with respect thereto) from distributions to be made to Non-U.S. Persons. If the Trustee reasonably determines that a more accurate determination of the amount required to be withheld for a distribution can be made within a reasonable period after the scheduled date for such distribution, it may hold such distribution in trust for a holder of a Residual Certificate until such determination can be made. For the purposes of this paragraph, a "Non-U.S. Person" is (i) an individual other than a citizen or resident of the United States, (ii) a partnership, corporation or entity treated as a partnership or corporation for U.S. federal income tax purposes not formed under the laws of the United States, any state thereof or the District of Columbia (unless, in the case of a partnership, Treasury regulations provide otherwise), (iii) any estate, the income of which is not subject to U.S. federal income taxation, regardless of source, and (iv) any trust, other than a trust that a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. Persons have the authority to control all substantial decisions of the trust.

Section 4.03. Allocation of Losses. (a) On or prior to each Determination Date, the Company shall determine the amount of any Realized Loss in respect of each Mortgage Loan that occurred during the immediately preceding calendar month.

(b) With respect to any Distribution Date, the principal portion of each Realized Loss (other than any Excess Loss) shall be allocated as follows:

(i) the applicable PO Percentage of the principal portion of any such Realized Loss shall be allocated to the Class PO Certificates until the Class Certificate Principal Balance thereof has been reduced to zero; and

(ii) the applicable Non-PO Percentage of the principal portion of any such Realized Loss shall be allocated in the following order of priority:

first, to the Class B5 Certificates until the Class Certificate Principal Balance thereof has been reduced to zero;

second, to the Class B4 Certificates until the Class Certificate Principal Balance thereof has been reduced to zero;

third, to the Class B3 Certificates until the Class Certificate Principal Balance thereof has been reduced to zero;

fourth, to the Class B2 Certificates until the Class Certificate Principal Balance thereof has been reduced to zero;

fifth, to the Class B1 Certificates until the Class Certificate Principal Balance thereof has been reduced to zero;

sixth, to the Class M Certificates until the Class Certificate Principal Balance thereof has been reduced to zero; and

seventh, to the Classes of Senior Certificates other than the Class PO Certificates, pro rata, in accordance with their Class Certificate Principal Balances; provided, that any such loss allocated to any Class of Accrual Certificates (and any Accrual Component) shall be allocated (subject to Section 4.03(d)) on the basis of the lesser of (x) the Class Certificate Principal Balance (or Component Principal Balance) thereof immediately prior to the applicable Distribution Date and (y) the Class Certificate Principal Balance (or Component Principal Balance) thereof on the Closing Date (as reduced by any Realized Losses previously allocated thereto).

(c) With respect to any Distribution Date, the principal portion of any Excess Loss (other than Excess Bankruptcy Losses attributable to Debt Service Reductions) shall be allocated as follows: (1) the PO Percentage of any such loss shall be allocated to the Class PO Certificates, and (2) the Non-PO Percentage of any such loss shall be allocated to each Class of Certificates other than the Class PO Certificates, pro rata, based on the respective Class Certificate Principal Balances thereof; provided, that any such loss allocated to any Class of Accrual Certificates (and any Accrual Component) shall be allocated (subject to Section 4.03(d)) on the basis of the lesser of (x) the Class Certificate Principal Balance (or Component Principal Balance) thereof immediately prior to the applicable Distribution Date and (y) the Class Certificate Principal Balance (or Component Principal Balance) thereof on the Closing Date (as reduced by any Realized Losses previously allocated thereto).

(d) Any Realized Losses allocated to a Class of Certificates pursuant to
Section 4.03(b) or (c) shall be allocated among the Certificates of such Class in proportion to their respective Certificate Principal Balances. In addition, any Realized Losses allocated to any Class of Component Certificates on a Distribution Date shall be allocated in reduction of the Component Principal Balances of the related Components (other than any Notional Component) in proportion to their respective Component Principal Balances immediately prior to such Distribution Date. Any allocation of Realized Losses pursuant to this paragraph (d) shall be accomplished by reducing the Certificate Principal Balance (or, in the case of any Component, the Component Principal Balance) of the related Certificates (or Components) on the related Distribution Date in accordance with Section 4.03(e).

(e) Realized Losses allocated in accordance with this Section 4.03 shall be allocated on the Distribution Date in the month following the month in which such loss was incurred and, in the case of the principal portion thereof, after giving effect to distributions made on such Distribution Date, except that the aggregate amount of Realized Losses to be allocated to the Class PO Certificates on such Distribution Date will be taken into account in determining distributions in respect of any Class PO Deferred Amount for such date.

(f) On each Distribution Date, the Company shall determine the Subordinate Certificate Writedown Amount, if any. Any such Subordinate Certificate Writedown Amount shall effect a corresponding reduction in the Certificate Principal Balance of the Subordinate Certificates, which reduction shall occur on such Distribution Date after giving effect to distributions made on such Distribution Date.

(g) Notwithstanding the foregoing, no such allocation of any Realized Loss shall be made on a Distribution Date to a Class of Certificates to the extent that such allocation would result in the reduction of the aggregate Certificate Principal Balances of all the Certificates as of such Distribution Date, after giving effect to all distributions and prior allocations of Realized Losses on such date, to an amount less than the aggregate Scheduled Principal Balance of the Mortgage Loans as of the first day of the month of such Distribution Date, less any Deficient Valuations occurring on or prior to the Bankruptcy Coverage Termination Date (such limitation, the "Loss Allocation Limitation").

Section 4.04. Monthly Advances; Purchases of Defaulted Mortgage Loans. (a) The Company shall be required to make Monthly Advances in the manner and to the extent provided herein. Prior to the close of business on each Determination Date, the Company shall determine (i) the amount of the Monthly Advance which it is required to make on the related Distribution Date and (ii) whether it has elected to purchase any Defaulted Mortgage Loan or Loans on such Distribution Date. If the Company so elects to purchase any Defaulted Mortgage Loans (or is required to purchase any Mortgage Loan pursuant to Section 2.02 or 2.03(a)), no Monthly Advance shall be required with respect thereto for the month in which such purchase occurs. The Company shall include information as to each of such determinations in the Servicer's Certificate furnished by it to the Trustee in accordance with Section 4.06 and shall be obligated to transfer to the Certificate Account pursuant to Section 3.02(d) on or before 11:00 a.m. New York time on the Business Day next preceding the following Distribution Date in next-day funds the respective amounts applicable to such determinations appearing in such Servicer's Certificate. Upon receipt by the Trustee of written notification signed by a Servicing Officer of any such deposit relating to the purchase by the Company of such a Mortgage Loan, the Trustee shall release to the Company the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Company any Mortgage Loan released pursuant hereto.

(b) In the event that the Company transfers or expects to transfer less than the Available Funds required to be deposited by it pursuant to Section 3.02(d), the Company shall so notify the Trustee no later than 9:00 a.m. on the Business Day preceding the related Distribution Date, and the amount so transferred, if any, shall be deemed to have been transferred first pursuant to clause (i) of the definition of Available Funds, second pursuant to clause (iii) of the definition of Available Funds, and third pursuant to clause (ii) of the definition of Available Funds. Such notice shall specify each Mortgage Loan delinquent as of the preceding Determination Date. In such event, the Trustee shall make any Monthly Advance required to be made hereunder, in the manner and to the extent required; provided, the Trustee shall not be so obligated if prohibited by applicable law.

(c) In the event that the Company is succeeded hereunder as servicer, the obligation to make Monthly Advances in the manner and to the extent required by
Section 4.04(a) shall be assumed by the successor servicer (subject to Section 7.02).

Section 4.05. Statements to Certificateholders. Each month, at least two Business Days prior to each Distribution Date, the Company shall deliver to the Trustee for mailing to each Certificateholder, and the Trustee shall mail to each Certificateholder on such Distribution Date, a statement (each, a "Distribution Date Statement") substantially in the form of Exhibit J hereto, setting forth:

(i) The amount of such distribution to the Certificateholders of each Class (and in respect of any Component), other than any Notional Certificates (and any Notional Component), allocable to principal, separately identifying the aggregate amount of any Principal Prepayments included therein (including, for this purpose, the Scheduled Principal Balances of all Defaulted Mortgage Loans and Defective Mortgage Loans purchased pursuant to Section 2.02, 2.03(b) or 3.16, respectively, and any amounts deposited pursuant to Section 2.03(b) in connection with the substitution of any Mortgage Loans pursuant to Section 2.02 or 2.03(a), the proceeds of which purchases or substitutions are being distributed on such Distribution Date);

(ii) The amount of such distribution to the Certificateholders of each Class (other than any Class of Principal Only Certificates) allocable to interest, including any Accrual Amount added to the Class Certificate Principal Balance or Component Principal Balance of any Class of Accrual Certificates or any Accrual Components;

(iii) The amount of servicing compensation paid to the Company during the month preceding the month of distribution in respect of the Mortgage Loans and such other customary information as the Company deems necessary or desirable to enable Certificateholders to prepare their tax returns;

(iv) The Pool Scheduled Principal Balance and the aggregate number of the Mortgage Loans on the preceding Due Date after giving effect to all distributions allocable to principal made on such Distribution Date;

(v) The Class Certificate Principal Balance (or Notional Principal Balance) of each Class, the Component Principal Balance of each Component and the Certificate Principal Balance (or Notional Principal Balance) of a Single Certificate of each Class after giving effect to (i) all distributions allocable to principal (or reductions in the Notional Principal Balance, in the case of the Notional Certificates, or the addition of any Accrual Amount, in the case of any Class of Accrual Certificates) made on such Distribution Date and
(ii) the allocation of any Realized Losses and any Subordinate Certificate Writedown Amount for such Distribution Date;

(vi) The Pay-out Rate applicable to each Class of Certificates;

(vii) The book value and unpaid principal balance of any real estate acquired on behalf of Certificateholders through foreclosure, or grant of a deed in lieu of foreclosure or otherwise, of any REO Mortgage Loan, and the number of the related Mortgage Loans;

(viii) The aggregate Scheduled Principal Balances and number of Mortgage Loans which, as of the close of business on the last day of the month preceding the related Distribution Date, were (a) delinquent as to a total of (x) 30-59 days, (y) 60-89 days and (z) 90 days or more, and (b) in foreclosure;

(ix) The Scheduled Principal Balance of any Mortgage Loan replaced pursuant to Section 2.03(b);

(x) The Certificate Interest Rates of any LIBOR Certificates, any COFI Certificates and the Class S Certificates applicable to the Interest Accrual Period relating to such Distribution Date and such Class;

(xi) The Senior Percentage, the Group II Senior Percentage and the Junior Percentage for such Distribution Date;

(xii) The Senior Prepayment Percentage and the Junior Prepayment Percentage for such Distribution Date; and

(xiii) The amount of such distribution to the Certificateholders of each Class allocable to Unanticipated Recoveries.

In the case of information furnished pursuant to clauses (i) through (iii) above, the amounts shall be expressed as a dollar amount per Single Certificate.

In connection with any proposed transfer of a Certificate that is purported to be made in reliance on Rule 144A under the Securities Act, the Company shall be responsible for furnishing such information as may be required thereunder to a proposed transferee. In furtherance of the Company's obligations hereunder, the Company hereby instructs the Trustee, at the Company's expense and on its behalf, and the Trustee agrees, to promptly make available to the proposed transferee, upon request of the holder, (i) all statements furnished to Certificateholders pursuant to this Section 4.05(a) on previous Distribution Dates, (ii) all certificates furnished to the Trustee pursuant to Section 4.06 in prior months, (iii) Officer's Certificates furnished to the Trustee pursuant to Section 3.12 for the two years preceding such request, (iv) reports of independent accountants furnished to the Trustee pursuant to Section 3.13 for the two years preceding such request, (v) a copy of the Private Placement Memorandum relating to such Certificate, together with any amendments or supplements thereto issued by the Company (which copy shall be furnished to the Trustee by the Company), and (vi) the Company's Current Report on Form 8-K, dated the Closing Date, relating to the Mortgage Loans; provided, however, that the Trustee shall in no event be required to make available such statements or certificates pursuant to clauses (i) and (ii) above relating to Distribution Dates occurring more than twenty-four months preceding the month in which such request was received; provided, further, however, that notwithstanding the Trustee's agreement as aforesaid to provide such materials to a proposed transferee, the Trustee does not assume, and shall not thereby be deemed to have assumed, any responsibility for compliance by the Company with Rule 144A (subject to the Trustee's agreement set forth in the second sentence of this paragraph) and shall be entitled to include a notice with such statements or certificates to the effect that such materials have not been prepared or assembled by the Trustee and that the Trustee assumes no responsibility for the adequacy, sufficiency or contents thereof. In connection with any such proposed transfer, the Company shall make available to the proposed holder, at the request of the related transferor, such additional information, if any, as may be required to be delivered pursuant to Rule 144A(d)(4).

Section 4.06. Servicer's Certificate. Each month, not later than the second Business Day next preceding each Distribution Date, the Company shall deliver to the Trustee a completed Servicer's Certificate.

Section 4.07. Reports of Foreclosures and Abandonments of Mortgaged Property. The Trustee (or the Company on behalf of the Trustee) shall, in each year beginning after 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 Servicing Fees by Compensating Interest Payments. The aggregate amount of the Servicing Fees subject to retention by the Company as servicer in respect of any Distribution Date shall be reduced by the amount of any Compensating Interest Payment for such Distribution Date.

Section 4.09. Surety Bond. (a) If a Required Surety Payment is payable pursuant to the Surety Bond with respect to any Pledged Asset Mortgage Loan, the Company shall so notify the Trustee as soon as reasonably practicable and shall, on behalf of the Trustee for the benefit of the Certificateholders, promptly complete the notice in the form of Attachment 1 to the Surety Bond and shall promptly submit such notice to the Surety as a claim for a Required Surety Payment.

(b) Upon receipt of a Required Surety Payment from the Surety on behalf of the Certificateholders, the Company shall promptly credit such amount to the Mortgage Loan Payment Record.

Article V

THE CERTIFICATES

Section 5.01. The Certificates. (a) The Certificates shall be substantially in the forms set forth in Exhibit A hereto, as applicable, and shall, on original issue, be executed by the Trustee, not in its individual capacity but solely as Trustee, and countersigned and delivered by the Trustee to or upon the order of the Company as provided in Article II.

(b) The Certificates shall be issued in an aggregate Initial Certificate Principal Balance of $500,082,530.94. 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             $  134,000,000.00          6.50%             $25,000
Class A2                  5,456,000.00          6.50               25,000
Class A3                 21,053,083.00            (1)              25,000
Class A4                  8,475,917.00            (1)              25,000
Class A5                 50,000,000.00          6.50               25,000
Class A6                  3,000,000.00          6.50                1,000
Class A7                  3,000,000.00          6.50                1,000
Class A8                  2,000,000.00          6.50                1,000
Class A9                  2,000,000.00          6.50                1,000
Class A10                 2,461,000.00          6.75                1,000
Class A11                 1,968,000.00          6.75                1,000
Class A12                 1,968,000.00          6.75                1,000
Class A13                 1,968,000.00          6.75                1,000
Class A14                 1,478,000.00          6.75                1,000
Class A15               127,000,000.00          6.50               25,000
Class A16                76,424,000.00          6.50               25,000
Class A17                12,119,000.00          6.50               25,000
Class A18                25,000,000.00          6.50               25,000
Class PO                    707,230.80          0.00                  (2)
Class M                   9,251,500.00          6.50              100,000
Class B1                  3,750,600.00          6.50              100,000
Class B2                  2,250,300.00          6.50              100,000
Class B3                  2,500,400.00          6.50              250,000
Class B4                  1,000,200.00          6.50              250,000
Class B5                  1,251,200.14          6.50              250,000
Class S                          (3)            (3)
Class R                         100.00          6.50                  100
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(1) The Certificate Interest Rates of the Class A3 and Class A4 Certificates for each Interest Accrual Period shall be determined as provided in Section 5.01(f).

(2) The Class PO Certificates will be issued as a single Certificate evidencing the entire Class Certificate Principal Balance of such Class.

(3) The Class S Certificates are issued with an initial Notional Principal Balance of $473,927,690.00 and shall bear interest at the Strip Rate.

(c) The Certificates shall be issuable in registered form only. The Book-Entry Certificates will be evidenced by one or more certificates, beneficial ownership of which will be held in the minimum dollar denominations in Certificate Principal Balance or Notional Principal Balance, as applicable, specified in Section 5.01(b), and integral multiples of $1,000 in excess thereof. The Non-Book-Entry Certificates other than the Residual Certificate shall each be issued in the minimum dollar denominations in Certificate Principal Balance or Notional Principal Balance, as applicable, specified in
Section 5.01(b), and integral multiples of $1,000 (or $1,000,000 in the case of the Class S Certificates) in excess thereof (and, if necessary, in the amount of the remaining Class Certificate Principal 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 and the Class S Certificates may evidence an additional amount equal to the remainder of the Class Certificate Principal Balance (or Notional Principal Balance) of such Class.

(d) The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer under its seal, which may be in facsimile form and be imprinted or otherwise reproduced thereon. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate shall have been manually countersigned by the Trustee substantially in the forms set forth in Exhibit A hereto, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date; all Certificates issued thereafter shall be dated the date of their countersignature.

(e) The Strip Rate for each Interest Accrual Period shall be determined by the Company and included in the Servicer's Certificate for the related Distribution Date.

(f) During the first Interest Accrual Period, the Certificate Interest Rate of the Class A3 Certificates shall be 5.700% per annum. For each subsequent Interest Accrual Period, the Certificate Interest Rate of the Class A3 Certificates shall be a per annum rate equal to the lesser of (i) 0.750% plus LIBOR and (ii) 9.000%, subject to a minimum rate of 0.750%. During the first Interest Accrual Period, the Certificate Interest Rate of the Class A4 Certificates shall be 8.196774098% per annum. For each subsequent Interest Accrual Period, the Certificate Interest Rate of the Class A4 Certificates shall be a per annum rate equal to the lesser of (i) 20.4919353% minus the product of 2.48387095 and LIBOR and (ii) 20.4919353%, subject to a minimum rate of 0.000%.

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 or Class S 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 or Class S Certificates to the Company or upon any subsequent transfer of any Class PO or Class S 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 Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly Advances) to the first day of the month in which such purchase price is to be distributed to Certificateholders and (y) the appraised value of any REO Mortgage Loan (less the good faith estimate of the Company of Liquidation Expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States of America to the Court of St. James's, living on the date of this Agreement. The right of the Company to repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned upon the aggregate of the Scheduled Principal Balance of the Outstanding Mortgage Loans, at the time of any such repurchase, aggregating less than 10 percent of the aggregate of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date.

Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the exercise by the Company of its right of repurchase, the Company shall deposit in the Certificate Account not later than 11:00 a.m. on the Business Day prior to the final Distribution Date in next-day funds an amount equal to the price described above. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders an amount equal to the price calculated as above provided, any such repurchase being in lieu of the distribution otherwise required to be made on the Distribution Date upon which the repurchase is effected. Upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans.

On the final Distribution Date, the Trustee shall distribute amounts on deposit in the Certificate Account in accordance with the applicable priorities provided by Section 4.01. Distributions on each Certificate shall be made on the final Distribution Date in the manner specified in Section 4.02 but only upon presentation and surrender of the Certificates.

In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto.

Section 9.02. Additional Termination Requirements. (a) In the event the Company exercises its purchase option as provided in Section 9.01, the Trust Fund and the REMIC established hereunder shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel to the effect that the failure to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on "prohibited transactions" of such REMIC as defined in section 860F of the Code, or (ii) cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding:

(i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Company shall prepare and the Trustee shall execute and adopt a plan of complete liquidation for such REMIC within the meaning of section 860F(a)(4)(A)(i) of the Code, which shall be evidenced by such notice; and

(ii) Within 90 days after the time of adoption of such a plan of complete liquidation, the Trustee shall sell all of the assets of the Trust Fund to the Company for cash in accordance with Section 9.01.

(b) By their acceptance of the Residual Certificates, the Holders thereof hereby authorize the Trustee to adopt such a plan of complete liquidation which authorization shall be binding on all successor Holders of the Residual Certificates.

(c) On the final federal income tax return for the REMIC established hereunder, the Trustee will attach a statement specifying the date of the adoption of the plan of liquidation.

Article X

MISCELLANEOUS PROVISIONS

Section 10.01. Amendment. This Agreement may be amended from time to time by the Company and the Trustee, without the consent of any of the Certificateholders, to cure any ambiguity, to correct or supplement any provisions herein or therein which may be defective or inconsistent with any other provisions herein, or to surrender any right or power herein conferred upon the Company, or to add any other provisions with respect to matters or questions arising under this Agreement, which shall not be materially inconsistent with the provisions of this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder. Notwithstanding the foregoing, without the consent of the Certificateholders, the Trustee and the Company may at any time and from time to time amend this Agreement to modify, eliminate or add to any of its provisions to such extent as shall be necessary or appropriate to maintain the qualification of the Trust Fund as a REMIC under the Code or to avoid or minimize the risk of the imposition of any tax on the Trust Fund pursuant to the Code that would be a claim against the Trust Fund at any time prior to the final redemption of the Certificates, provided that the Trustee has obtained an opinion of independent counsel (which opinion also shall be addressed to the Company) to the effect that such action is necessary or appropriate to maintain such qualification or to avoid or minimize the risk of the imposition of such a tax.

This Agreement may also be amended from time to time by the Company and the Trustee with the consent of Holders of Certificates evidencing (i) not less than 66% of the Voting Rights of all the Certificates or (ii) Percentage Interests aggregating not less than 66% of each Class affected by such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Holders of Certificates; provided, however, that no such amendment shall (a) reduce in any manner the amount of, or delay the timing of, collections of payments on the Mortgage Loans or distributions which are required to be made on any Certificate without the consent of the Holder of such Certificate, (b) adversely affect in any material respects the interests of the Holders of any Class of Certificates in any manner other than as described in (a), without the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 66% of such Class, or (c) reduce the aforesaid percentages of Certificates of any Class required to consent to any such amendment, without the consent of the Holders of all Certificates of such Class then outstanding. For purposes of this paragraph, references to "Holder" or "Holders" shall be deemed to include, in the case of any Class of Book-Entry Certificates, the related Certificate Owners.

Notwithstanding any contrary provision of this Agreement, the Trustee shall not consent to any amendment to this Agreement unless it shall have first received an Opinion of Counsel to the effect that such amendment will not subject the Trust Fund to tax or cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Promptly after the execution of any such amendment or consent the Trustee shall furnish written notification of the substance of such amendment to each Certificateholder.

It shall not be necessary for the consent of Certificateholders under this
Section 10.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe.

Section 10.02. Recordation of Agreement. This Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Company and at its expense on direction by the Trustee, but only upon direction of the Trustee accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of Certificateholders.

For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.

Section 10.03. Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

No Certificateholder shall have any right to vote (except as provided in
Section 10.01) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.

No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates of each Class affected thereby evidencing, as to each such Class, Percentage Interests aggregating not less than 25% shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Section 10.04. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 10.05. Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by certified mail, return receipt requested, (a) in the case of the Company, to GE Capital Mortgage Services, Inc., 3 Executive Campus, Cherry Hill, New Jersey 08002, Attention: General Counsel, (b) in the case of the Trustee, to State Street Bank and Trust Company, Corporate Trust Department, 225 Franklin Street, Boston, Massachusetts 02110, (c) in the case of Fitch, to Fitch IBCA, Inc., One State Street Plaza, New York, New York 10004, Attention:
Structured Finance Surveillance, and (d) in the case of S&P, Standard and Poor's Ratings Services, 26 Broadway, 10th Floor, New York, New York 10004, Attention:
Residential Mortgage Surveillance, or, as to each such Person, at such other address as shall be designated by such Person in a written notice to each other named Person. Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.

Section 10.06. Notices to the Rating Agencies. The Company shall deliver written notice of the following events to each Rating Agency promptly following the occurrence thereof: material amendment to this Agreement; any Event of Default; any Trigger Event; change in or termination of the Trustee; removal of the Company or any successor servicer as servicer; repurchase or replacement of any Defective Mortgage Loan pursuant to Section 2.03; and final payment to Certificateholders. In addition, the Company shall deliver copies of the following documents to each Rating Agency at the time such documents are required to be delivered pursuant to this Agreement: monthly statements to Certificateholders pursuant to Section 4.05, annual report of independent accountants pursuant to Section 3.13 and annual servicer compliance report pursuant to Section 3.12. Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute an Event of Default under this Agreement.

Section 10.07. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then to the extent permitted by law such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.

Section 10.08. Certificates Nonassessable and Fully Paid. It is the intention of the Trustee that Certificateholders shall not be personally liable for obligations of the Trust Fund, that the beneficial ownership interests represented by the Certificates shall be nonassessable for any losses or expenses of the Trust Fund or for any reason whatsoever, and that Certificates upon execution, countersignature and delivery thereof by the Trustee are and shall be deemed fully paid.

* * *


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 March, 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 March, 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]


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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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                                            $134,000,000.00

Certificate Interest                              Initial Certificate Principal
Rate per annum: 6.50%                             Balance of this Certificate:
                                                    $
Cut-off Date:
March 1, 1999

First Distribution Date:                          CUSIP: 36157RE43
April 26, 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 March 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 April 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 Mortgage Pass-Through Certificates, Series 1999-3, issued in twenty-seven 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 A16, Class A17, Class A18, Class R, Class PO, Class S, 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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                                         $5,456,000.00

Certificate Interest                           Initial Certificate Principal
Rate per annum: 6.50%                          Balance of thisCertificate:
                                                 $
Cut-off Date:
March 1, 1999

First Distribution Date:                       CUSIP: 36157RE50
April 26, 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 March 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 April 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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                                         $21,053,083.00

Certificate Interest                           Initial Certificate Principal
Rate per annum: variable                       Balance of this Certificate:
                                                 $
Cut-off Date:
March 1, 1999

First Distribution Date:                       CUSIP: 36157RE68
April 26, 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 March 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 April 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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                                            $8,475,917.00

Certificate Interest                              Initial Certificate Principal
Rate per annum: variable                          Balance of this Certificate:
                                                    $
Cut-off Date:
March 1, 1999

First Distribution Date:                          CUSIP: 36157RE76
April 26, 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 March 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 April 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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                                          $50,000,000.00

Certificate Interest                            Initial Certificate Principal
Rate per annum: 6.50%                           Balance of this Certificate:
                                                  $
Cut-off Date:
March 1, 1999

First Distribution Date:                        CUSIP: 36157RE84
April 26, 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 March 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 April 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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                                      $3,000,000.00

Certificate Interest                        Initial Certificate Principal
Rate per annum: 6.50%                       Balance of this Certificate:
                                              $
Cut-off Date:
March 1, 1999

First Distribution Date:                    CUSIP: 36157RE92
April 26, 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 March 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 April 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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                                         $3,000,000.00

Certificate Interest                           Initial Certificate Principal
Rate per annum: 6.50%                          Balance of this Certificate:
                                                 $
Cut-off Date:
March 1, 1999

First Distribution Date:                       CUSIP: 36157RF26
April 26, 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 March 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 April 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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                                           $2,000,000.00

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                   $
Cut-off Date:
March 1, 1999

First Distribution Date:                         CUSIP: 36157RF34
April 26, 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 March 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 April 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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                                            $2,000,000.00

Certificate Interest                              Initial Certificate Principal
Rate per annum: 6.50%                             Balance of this Certificate:
                                                    $
Cut-off Date:
March 1, 1999

First Distribution Date:                          CUSIP: 36157RF42
April 26, 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 March 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 April 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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                                           $2,461,000.00

Certificate Interest                              Initial Certificate Principal
Rate per annum: 6.75%                             Balance of this Certificate:
                                                    $
Cut-off Date:
March 1, 1999

First Distribution Date:                          CUSIP: 36157RF59
April 26, 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 March 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 April 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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                                     $1,968,000.00

Certificate Interest                        Initial Certificate Principal
Rate per annum: 6.75%                       Balance of this Certificate:
                                              $
Cut-off Date:
March 1, 1999

First Distribution Date:                    CUSIP: 36157RF67
April 26, 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 March 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 April 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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                                          $1,968,000.00

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.75%                            Balance of this Certificate:
                                                   $
Cut-off Date:
March 1, 1999

First Distribution Date:                         CUSIP: 36157RF75
April 26, 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 March 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 April 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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                                       $1,968,000.00

Certificate Interest                          Initial Certificate Principal
Rate per annum: 6.75%                         Balance of this Certificate:
                                                $
Cut-off Date:
March 1, 1999

First Distribution Date:                      CUSIP: 36157RF83
April 26, 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 March 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 April 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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                                          $1,478,000.00

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.75%                            Balance of this Certificate:
                                                   $
Cut-off Date:
March 1, 1999

First Distribution Date:                         CUSIP: 36157RF91
April 26, 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 March 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 April 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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                                          $127,000,000.00

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                   $
Cut-off Date:
March 1, 1999

First Distribution Date:                         CUSIP: 36157RG25
April 26, 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 March 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 April 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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 A16 Certificate
                                                  Principal Balance:
Class A16                                           $76,424,000.00

Certificate Interest                              Initial Certificate Principal
Rate per annum: 6.50%                             Balance of this Certificate:
                                                    $
Cut-off Date:
March 1, 1999

First Distribution Date:                          CUSIP: 36157RG33
April 26, 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 A16 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 March 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 April 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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 A17 Certificate
                                              Principal Balance:
Class A17                                       $12,119,000.00

Certificate Interest                          Initial Certificate Principal
Rate per annum: 6.50%                         Balance of this Certificate:
                                                $
Cut-off Date:
March 1, 1999

First Distribution Date:                      CUSIP: 36157RG41
April 26, 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 A17 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 March 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 April 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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 A18 Certificate
                                                  Principal Balance:
Class A18                                           $25,000,000.00

Certificate Interest                              Initial Certificate Principal
Rate per annum: 6.50%                             Balance of this Certificate:
                                                    $
Cut-off Date:
March 1, 1999

First Distribution Date:                          CUSIP: 36157RG58
April 26, 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 A18 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 was created pursuant to a Pooling and Servicing Agreement dated as of March 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 April 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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

Certificate Interest                            Initial Certificate Principal
Rate per annum: 6.50%                           Balance of this Certificate:
                                                  $
Cut-off Date:
March 1, 1999

First Distribution Date:                        CUSIP:36157RG66
April 26, 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 March 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 April 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 Mortgage Pass-Through Certificates, Series 1999-3, issued in twenty-seven 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 A16, Class A17, Class A18, Class R, Class PO, Class S, 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 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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                                            $707,230.80

Certificate Interest                              Initial Certificate Principal
  Rate per annum:                                 Balance of this Certificate:
non-interest bearing                                $

Cut-off Date:
March 1, 1999

First Distribution Date:
April 26, 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 March 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 April 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 Mortgage Pass-Through Certificates, Series 1999-3, issued in twenty-seven 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 A16, Class A17, Class A18, Class R, Class PO, Class S, 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.


PRINCIPAL WILL NOT BE DISTRIBUTABLE IN RESPECT OF THIS CERTIFICATE. INTEREST IS CALCULATED ON THIS CERTIFICATE BASED ON THE CLASS S NOTIONAL PRINCIPAL BALANCE, WHICH, AS OF ANY DISTRIBUTION DATE, IS EQUAL TO THE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE OUTSTANDING NON-DISCOUNT MORTGAGE LOANS AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). CONSEQUENTLY, THE NOTIONAL PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN).

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "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). THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE DATE OF ISSUE OF THIS CERTIFICATE IS DECEMBER 30, 1997. THE INITIAL PER ANNUM RATE OF INTEREST ON THIS CERTIFICATE IS VARIABLE. ASSUMING THAT PRINCIPAL PREPAYMENTS ARE MADE ON THE MORTGAGE LOANS (AS DEFINED HEREIN) UNDERLYING THE CERTIFICATES AT A RATE OF 250% OF THE PREPAYMENT ASSUMPTION (AS DEFINED IN THE PROSPECTUS COVERING THE INITIAL OFFERING OF THE CERTIFICATES), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $10.00 OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO MATURITY IS 15.59% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL SHORT ACCRUAL PERIOD IS NO MORE THAN $0.18 PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE EXACT METHOD. NO REPRESENTATION IS MADE AS TO THE RATE AT WHICH PRINCIPAL PAYMENTS WILL BE MADE ON THE MORTGAGE LOANS.


REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

evidencing a beneficial ownership interest in a trust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by

GE CAPITAL MORTGAGE SERVICES, INC.

No. R-                                              Initial Class S Notional
                                                    Principal Balance:
Class S                                               $500,082,531.00

Certificate Interest                                Initial Notional Principal
Rate per annum: variable                            Balance of this Certificate:
                                                      $
Cut-off Date:
March 1, 1999

First Distribution Date:
April 26, 1999


THIS CERTIFIES THAT

is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Notional Principal Balance of this Certificate by the aggregate initial Notional Principal Balance of all Class S Certificates, both as specified above) in certain distributions with respect to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and serviced by GE Capital Mortgage Services, Inc., a corporation organized and existing under the laws of the State of New Jersey (the "Company"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of March 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 April 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 Mortgage Pass-Through Certificates, Series 1999-3, issued in twenty-seven 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 A16, Class A17, Class A18, Class R, Class PO, Class S, 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.

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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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                                             $9,251,500.00

Certificate Interest                              Initial Certificate Principal
Rate per annum: 6.50%                             Balance of this Certificate:
                                                    $
Cut-off Date:
March 1, 1999

First Distribution Date:                          CUSIP: 36157RG74
April 26, 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 March 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 April 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 Mortgage Pass-Through Certificates, Series 1999-3, issued in twenty-seven 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 A16, Class A17, Class A18, Class R, Class PO, Class S, 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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                                         $3,750,600.00

Certificate Interest                           Initial Certificate Principal
Rate per annum: 6.50%                          Balance of this Certificate:
                                                 $
Cut-off Date:
March 1, 1999

First Distribution Date:                       CUSIP: 36157RG82
April 26, 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 March 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 April 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

evidencing a beneficial ownership interest in a trust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by

GE CAPITAL MORTGAGE SERVICES, INC.

No. R-                                        Initial Class B2 Certificate
                                              Principal Balance:
Class B2                                        $2,250,300.00

Certificate Interest                          Initial Certificate Principal
Rate per annum: 6.50%                         Balance of this Certificate:
                                                $
Cut-off Date:
March 1, 1999

First Distribution Date:                      CUSIP: 36157RG90
April 26, 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 March 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 April 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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                                          $2,500,400.00

Certificate Interest                            Initial Certificate Principal
Rate per annum: 6.50%                           Balance of this Certificate:
                                                  $
Cut-off Date:
March 1, 1999

First Distribution Date:                        CUSIP: 36157RM85
April 26, 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 March 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 April 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 Mortgage Pass-Through Certificates, Series 1999-3, issued in twenty-seven 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 A16, Class A17, Class A18, Class R, Class PO, Class S, 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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                                          $1,000,200.00

Certificate Interest                            Initial Certificate Principal
Rate per annum: 6.50%                           Balance of this Certificate:
                                                  $
Cut-off Date:
March 1, 1999

First Distribution Date:                        CUSIP: 36157RM93
April 26, 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 March 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 April 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-3

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                                          $1,251,200.14

Certificate Interest                            Initial Certificate Principal
Rate per annum: 6.50%                           Balance of this Certificate:
                                                  $
Cut-off Date:
March 1, 1999

First Distribution Date:                        CUSIP: 36157RN27
April 26, 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 March 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 April 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


EXHIBIT B

PRINCIPAL BALANCE SCHEDULES

None


EXHIBIT C - SUPPLEMENT

SCHEDULE OF COOPERATIVE LOANS

SERIES 1999-03

LOAN NO.            CUT-OFF DATE PRINCIPLE BALANCE          BORROWER NAME

31949084                      $263,404.37                      CONOVER

                                    EXHIBIT C

                                 MORTGAGE LOANS

[Each Mortgage Loan shall be identified by loan number, address of the Mortgaged Property and name of the Mortgagor. The following details shall be set forth as to each Mortgage Loan: (i) the principal balance at the time of its origination, (ii) the Scheduled Principal Balance as of the Cut-off Date, (iii) the interest rate borne by the Mortgage Note, (iv) the scheduled monthly level payment of principal and interest, (v) the Loan-to-Value Ratio, (vi) the maturity date of the Mortgage Note and (vii) the Servicing Fee Rate for such Mortgage Loan. Cooperative Loans and Enhanced Streamlined Refinance program loans shall be designated as such.]


1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:            1
    CHERRY HILL, N.J. 08034

(800) 257-7818

0 ----------------------------------------------------------------------------

0   0007688203     MORTGAGORS: KOLLAR               PHYLLIS

    REGION CODE    ADDRESS   :     5 CARRIAGE WAY
        01         CITY      :    THE BOROUGH OF KINNELON
                   STATE/ZIP : NJ  07405
    MORTGAGE AMOUNT :   249,335.69  OPTION TO CONVERT :
    UNPAID BALANCE :    245,129.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,943.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   05/01/24
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 76.71867
    ----------------------------------------------------------------------------
0   0007695547     MORTGAGORS: WILMOT               MOLLIE

    REGION CODE    ADDRESS   : 1075 N OCEAN BLVD
        01         CITY      :    PALM BEACH
                   STATE/ZIP : FL  33480
    MORTGAGE AMOUNT : 1,000,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    994,224.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     7,164.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   250
    LTV :                 28.57100
    ----------------------------------------------------------------------------
0   0007706211     MORTGAGORS: GROSS                ARTHUR
                               GROSS                HELENE
    REGION CODE    ADDRESS   : 5803 NW 25 TERRACE
        01         CITY      :    BOCA RATON
                   STATE/ZIP : FL  33496
    MORTGAGE AMOUNT :   354,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    352,201.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,507.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 74.98400
    ----------------------------------------------------------------------------
0   0007706229     MORTGAGORS: ISAZA                FELIPE
                               ULLOA                INES
    REGION CODE    ADDRESS   : 4051 ENSEDADA DRIVE
        01         CITY      :    MIAMI
                   STATE/ZIP : FL  33133
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    298,450.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,123.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 50.08300
    ----------------------------------------------------------------------------
0   0007706310     MORTGAGORS: STOFFEL              JAMES
                               STOFFEL              PAMELA
    REGION CODE    ADDRESS   : COTTAGE 460, 36TH STREET
        01         CITY      :    SEA ISLAND
                   STATE/ZIP : GA  31561
    MORTGAGE AMOUNT :   385,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    382,297.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,659.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 47.53100
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   2,288,635.69
                               P & I AMT:     16,397.69  UPB AMT:   2,272,303.86
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:            2
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007706328     MORTGAGORS: DYKES                DAVID
                               DYKES                ELIZABETH
    REGION CODE    ADDRESS   : 502 PALM HARBOR ROAD
        01         CITY      :    ST SIMONS ISLAND
                   STATE/ZIP : GA  31522
    MORTGAGE AMOUNT :   271,475.39  OPTION TO CONVERT :
    UNPAID BALANCE :    269,616.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,898.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.61100
    ----------------------------------------------------------------------------
0   0007706419     MORTGAGORS: CHU                  SHAO
                               CHU                  MELISSA
    REGION CODE    ADDRESS   : 118 GRAYS CREEK DRIVE
        01         CITY      :    SAVANNAH
                   STATE/ZIP : GA  31410
    MORTGAGE AMOUNT :   399,147.56  OPTION TO CONVERT :
    UNPAID BALANCE :    396,217.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,729.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   03/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.82900
    ----------------------------------------------------------------------------
0   0007706542     MORTGAGORS: COMORA               ELLIOT
                               COMORA               ELLEN
    REGION CODE    ADDRESS   : 154  DOCKSIDE CIRCLE,
        01         CITY      :    FT. LAUDERDALE
                   STATE/ZIP : FL  33327
    MORTGAGE AMOUNT :   484,858.45  OPTION TO CONVERT :
    UNPAID BALANCE :    478,606.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,583.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   01/01/24
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 74.02400
    ----------------------------------------------------------------------------
0   0007706633     MORTGAGORS: ERHART               WILLIAM
                               ERHART               SUSAN
    REGION CODE    ADDRESS   : 420  ARBOR CIRCLE
        01         CITY      :    CELEBRATION
                   STATE/ZIP : FL  34747
    MORTGAGE AMOUNT :   367,104.26  OPTION TO CONVERT :
    UNPAID BALANCE :    364,336.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,632.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   01/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 64.97400
    ----------------------------------------------------------------------------
0   0007706641     MORTGAGORS: CHAPERON             JOHN
                               CHAPERON             KAREN
    REGION CODE    ADDRESS   : 2825 NE 35TH COURT
        01         CITY      :    FORT LAUDERDALE
                   STATE/ZIP : FL  33308
    MORTGAGE AMOUNT :   337,077.20  OPTION TO CONVERT :
    UNPAID BALANCE :    332,905.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,405.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   05/01/26
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 76.60800
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,859,662.86
                               P & I AMT:     13,248.88  UPB AMT:   1,841,682.39
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:            3
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007706658     MORTGAGORS: AKERS                DIANA

    REGION CODE    ADDRESS   : 784 NE 35TH STREET
        01         CITY      :    BOCA RATON
                   STATE/ZIP : FL  33431
    MORTGAGE AMOUNT :   268,189.58  OPTION TO CONVERT :
    UNPAID BALANCE :    265,983.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,915.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   04/01/26
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 77.96200
    ----------------------------------------------------------------------------
0   0007706666     MORTGAGORS: WALSH                THOMAS
                               WALSH                DIAMOND
    REGION CODE    ADDRESS   : 9690 LANDINGS DRIVE
        01         CITY      :    PORT ST. LUCIE
                   STATE/ZIP : FL  34986
    MORTGAGE AMOUNT :   322,471.14  OPTION TO CONVERT :
    UNPAID BALANCE :    278,454.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,573.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   04/01/18
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 78.46000
    ----------------------------------------------------------------------------
0   0007706690     MORTGAGORS: ARNSBY               DAVID
                               ARNSBY               ANN
    REGION CODE    ADDRESS   : 3701 BOCA POINTE DRIVE
        01         CITY      :    SARASOTA
                   STATE/ZIP : FL  34238
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    497,353.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,496.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.07400
    ----------------------------------------------------------------------------
0   0007706807     MORTGAGORS: ZARZAR               DAVID
                               ZARZAR               ANGELA
    REGION CODE    ADDRESS   :   4016  GRAYSON RIDGE COURT
        01         CITY      :    RALEIGH
                   STATE/ZIP : NC  27613
    MORTGAGE AMOUNT :   254,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,291.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,711.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 84.97800
    ----------------------------------------------------------------------------
0   0007706831     MORTGAGORS: SANLUIS              KATHERINE
                               SANLUIS              ALAN
    REGION CODE    ADDRESS   :    103  OAKMONT
        01         CITY      :    SAINT SIMONS ISLAND
                   STATE/ZIP : GA  31522
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,954.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,746.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.85300
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,600,660.72
                               P & I AMT:     11,442.11  UPB AMT:   1,544,038.61
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:            4
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007706856     MORTGAGORS: YEN                  MING
                               YEN                  YEN
    REGION CODE    ADDRESS   : 4008 SHADY OAK COURT
        01         CITY      :    LAKE MARY
                   STATE/ZIP : FL  32746
    MORTGAGE AMOUNT :   375,431.23  OPTION TO CONVERT :
    UNPAID BALANCE :    369,576.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,993.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   11/01/19
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 78.21400
    ----------------------------------------------------------------------------
0   0007706872     MORTGAGORS: JOHNSON              DAVID
                               JOHNSON              APRIL
    REGION CODE    ADDRESS   : 13806 HOLLAND PARK DRIVE
        01         CITY      :    JACKSONVILLE
                   STATE/ZIP : FL  32224
    MORTGAGE AMOUNT :   241,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,113.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,649.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 94.99000
    ----------------------------------------------------------------------------
0   0007706898     MORTGAGORS: WYLIE                F
                               WYLIE                SANDRA
    REGION CODE    ADDRESS   :   5359  PEMBRIDGE PLACE
        01         CITY      :    TALLAHASSEE
                   STATE/ZIP : FL  32308
    MORTGAGE AMOUNT :   311,200.36  OPTION TO CONVERT :
    UNPAID BALANCE :    309,311.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,175.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 76.83900
    ----------------------------------------------------------------------------
0   0007707029     MORTGAGORS: FLANAGAN             EDWIN
                               LANOCE               VITA
    REGION CODE    ADDRESS   : 1652 N.E. SEAHORSE PLACE
        01         CITY      :    JENSEN BEACH
                   STATE/ZIP : FL  34957
    MORTGAGE AMOUNT :   531,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    527,201.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,733.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   12/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.87900
    ----------------------------------------------------------------------------
0   0007709157     MORTGAGORS: THOMPSON             WILLIE
                               THOMPSON             MARY
    REGION CODE    ADDRESS   : 24 BARBADOS DRIVE
        01         CITY      :    ALISO VIEJO AREA
                   STATE/ZIP : CA  92656
    MORTGAGE AMOUNT :   248,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,419.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,694.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 94.99000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,707,981.59
                               P & I AMT:     12,246.93  UPB AMT:   1,692,623.06
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:            5
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007710684     MORTGAGORS: EVELENO              FRANK

    REGION CODE    ADDRESS   : 822 PONDEROSA AVENUE
        01         CITY      :    SUNNYVALE
                   STATE/ZIP : CA  94086
    MORTGAGE AMOUNT :   407,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    405,068.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,708.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.99700
    ----------------------------------------------------------------------------
0   0007724586     MORTGAGORS: CROWE                HARRY
                               CROWE                SHARON
    REGION CODE    ADDRESS   : 5575 MURFIELD
        01         CITY      :    ROCHESTER HILLS
                   STATE/ZIP : MI  48306
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,645.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,944.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 28.93400
    ----------------------------------------------------------------------------
0   0007726441     MORTGAGORS: BLIER                ALAN
                               BLIER                MARCIA
    REGION CODE    ADDRESS   : 352 GREAT BAY RD
        01         CITY      :    GREENLAND
                   STATE/ZIP : NH  03840
    MORTGAGE AMOUNT :   285,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,470.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,046.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 94.99200
    ----------------------------------------------------------------------------
0   0007726847     MORTGAGORS: NEILL                WILLIAM

    REGION CODE    ADDRESS   : 5005 SPRUCE BLUFF DRIVE
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30350
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,764.61  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 :                 76.08600
    ----------------------------------------------------------------------------
0   0007727720     MORTGAGORS: WILKENS              PETER
                               WILKENS              KATHLEEN
    REGION CODE    ADDRESS   : 310 HIGH OAKS COURT
        01         CITY      :    ALPHARETTA
                   STATE/ZIP : GA  30005
    MORTGAGE AMOUNT :   256,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,250.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,728.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,514,300.00
                               P & I AMT:     10,409.36  UPB AMT:   1,507,199.95
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:            6
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007732449     MORTGAGORS: REYES                EFREN
                               REYES                DELIA
    REGION CODE    ADDRESS   : 2270 PINARD STREET
        01         CITY      :    MILPITAS
                   STATE/ZIP : CA  95035
    MORTGAGE AMOUNT :   324,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    322,422.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,182.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 77.32696
    ----------------------------------------------------------------------------
0   0007766108     MORTGAGORS: KENDALL              E.
                               KENDALL              V.
    REGION CODE    ADDRESS   : 140 BENT TRAIL DRIVE
        01         CITY      :    SOUTHLAKE
                   STATE/ZIP : TX  76092
    MORTGAGE AMOUNT :   287,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,979.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,886.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 76.58600
    ----------------------------------------------------------------------------
0   0007766207     MORTGAGORS: HARRELL              KATHY

    REGION CODE    ADDRESS   : 200 ASHWORTH DRIVE
        01         CITY      :    AUSTIN
                   STATE/ZIP : TX  78746
    MORTGAGE AMOUNT :   346,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    345,027.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,276.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------------------
0   0007766819     MORTGAGORS: FRAGNOLI             DELLANIE
                               COLLINS              VINCENT
    REGION CODE    ADDRESS   : 18913 SE 63RD PLACE
        01         CITY      :    ISSAQUAH
                   STATE/ZIP : WA  98027
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    298,844.49  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 :                 73.73700
    ----------------------------------------------------------------------------
0   0007767403     MORTGAGORS: METCALF              WILLIAM
                               METCALF              EVELYN
    REGION CODE    ADDRESS   : 189 CHAIN BRIDGE ROAD
        01         CITY      :    MCLEAN
                   STATE/ZIP : VA  22101
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,013.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,705.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 16.66666
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,507,700.00
                               P & I AMT:     10,123.28  UPB AMT:   1,501,287.07
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:            7
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007767528     MORTGAGORS: MURPHREE             WADE

    REGION CODE    ADDRESS   : 1232 CUMBERLAND ROAD
        01         CITY      :    ELDER MOUNTAIN
                   STATE/ZIP : TN  37419
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,901.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,763.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 53.53535
    ----------------------------------------------------------------------------
0   0007767817     MORTGAGORS: WOLF                 WILLIAM
                               WOLF                 NANCY
    REGION CODE    ADDRESS   : 15219 EAST FAIRY DUSTER COURT
        01         CITY      :    FOUNTAIN HILLS
                   STATE/ZIP : AZ  85268
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    298,786.12  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 :                 75.77600
    ----------------------------------------------------------------------------
0   0007769367     MORTGAGORS: LINDSTROM            MARLENE
                               LINDSTROM            PER-AXEL
    REGION CODE    ADDRESS   : 1401 5TH AVENUE W. #407
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98119
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,696.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,832.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007769508     MORTGAGORS: NOAKES               MICHAEL
                               NOAKES               MARY
    REGION CODE    ADDRESS   : 34 MOUNTAIN LAUREL DRIVE
        01         CITY      :    LITTLETON
                   STATE/ZIP : CO  80127
    MORTGAGE AMOUNT :   341,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    340,151.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,329.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 66.96000
    ----------------------------------------------------------------------------
0   0007773500     MORTGAGORS: BOWDEN               JOHN
                               BOWDEN               MELISSA
    REGION CODE    ADDRESS   : 1825 COOK ROAD
        01         CITY      :    OXFORD
                   STATE/ZIP : GA  30267
    MORTGAGE AMOUNT :   417,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    415,726.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,742.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 78.77300
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,596,000.00
                               P & I AMT:     10,689.03  UPB AMT:   1,589,261.61
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:            8
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007773518     MORTGAGORS: HORTON               DAVID
                               HORTON               GAIL
    REGION CODE    ADDRESS   : 205 WATERBURY CIRCLE
        01         CITY      :    FRANKLIN
                   STATE/ZIP : TN  37067
    MORTGAGE AMOUNT :   372,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    370,447.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,447.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.98100
    ----------------------------------------------------------------------------
0   0007773526     MORTGAGORS: BARLOW               STEPHEN
                               BARLOW               JANET
    REGION CODE    ADDRESS   : 7072 NORTH HIGHFIELD DRIVE
        01         CITY      :    BIRMINGHAM
                   STATE/ZIP : AL  35242
    MORTGAGE AMOUNT :   424,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    422,183.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,858.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99535
    ----------------------------------------------------------------------------
0   0007773534     MORTGAGORS: ALLEN                MICHAEL
                               ALLEN                MELISSA
    REGION CODE    ADDRESS   : 4461 WATERBURY LANE
        01         CITY      :    MARIETTA
                   STATE/ZIP : GA  30062
    MORTGAGE AMOUNT :   282,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    281,200.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,855.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007773633     MORTGAGORS: LESKO                DIANE

    REGION CODE    ADDRESS   : 433 TATTNALL STREET
        01         CITY      :    SAVANNAH
                   STATE/ZIP : GA  31401
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,709.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,670.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 69.85900
    ----------------------------------------------------------------------------
0   0007773658     MORTGAGORS: BRAKEBILL            LARRY
                               BRAKEBILL            JEANIE
    REGION CODE    ADDRESS   : 9112 HEMINGWAY GROVE CIRCLE
        01         CITY      :    KNOXVILLE
                   STATE/ZIP : TN  37922
    MORTGAGE AMOUNT :   440,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    437,492.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,964.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 71.51200
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,767,250.00
                               P & I AMT:     11,796.32  UPB AMT:   1,758,032.87
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:            9
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007773690     MORTGAGORS: FOREHAND JR          HARRY
                               FOREHAND             MARILYN
    REGION CODE    ADDRESS   : 19924 GULF BLVD
        01         CITY      :    INDIAN SHORES
                   STATE/ZIP : FL  33785
    MORTGAGE AMOUNT :   375,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    373,519.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,558.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 47.77000
    ----------------------------------------------------------------------------
0   0007773708     MORTGAGORS: SOUDERS              BRADLEY
                               SOUDERS              KARI
    REGION CODE    ADDRESS   : 57 AEGEAN AVENUE
        01         CITY      :    TAMPA
                   STATE/ZIP : FL  33606
    MORTGAGE AMOUNT :   295,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,244.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,941.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 84.91300
    ----------------------------------------------------------------------------
0   0007773716     MORTGAGORS: DAG                  LILLIAM

    REGION CODE    ADDRESS   : 1535 DORADO AVENUE
        01         CITY      :    CORAL GABLES
                   STATE/ZIP : FL  33146
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    348,512.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,299.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 76.08600
    ----------------------------------------------------------------------------
0   0007773724     MORTGAGORS: BEEBE                RONALD
                               BEEBE                DONNA
    REGION CODE    ADDRESS   : 197 CLUB DRIVE
        01         CITY      :    GAINESVILLE
                   STATE/ZIP : GA  30506
    MORTGAGE AMOUNT :   366,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    364,715.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,469.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 89.39024
    ----------------------------------------------------------------------------
0   0007773807     MORTGAGORS: GREMS                EDWARD
                               GREMS                KELLY
    REGION CODE    ADDRESS   : 1372 CARPERS FARM WAY
        01         CITY      :    VIENNA
                   STATE/ZIP : VA  22182
    MORTGAGE AMOUNT :   348,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    345,932.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,315.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,735,000.00
                               P & I AMT:     11,583.07  UPB AMT:   1,726,924.64
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           10
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007773849     MORTGAGORS: NG                   BRADFORD
                               BITTING              KATHRYN
    REGION CODE    ADDRESS   :   3401  NATHANIEL OAKS COURT
        01         CITY      :    HERNDON
                   STATE/ZIP : VA  20171
    MORTGAGE AMOUNT :   426,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    424,069.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,873.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 74.17300
    ----------------------------------------------------------------------------
0   0007774011     MORTGAGORS: ASTON                ROGER
                               ASTON                SUSAN
    REGION CODE    ADDRESS   : 6901 BENT PINE PLACE
        01         CITY      :    RALEIGH
                   STATE/ZIP : NC  27615
    MORTGAGE AMOUNT :   316,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,689.66  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 :                 79.61700
    ----------------------------------------------------------------------------
0   0007774201     MORTGAGORS: FRANCISCO            JOSE

    REGION CODE    ADDRESS   : 5355 LA GORCE DRIVE
        01         CITY      :    MIAMI BEACH
                   STATE/ZIP : FL  33140
    MORTGAGE AMOUNT :   277,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,404.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,893.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
0   0007774250     MORTGAGORS: ROGERS-SPRINKLE      LINDA

    REGION CODE    ADDRESS   : 3298 OAKMONT TERRACE
        01         CITY      :    LONGWOOD
                   STATE/ZIP : FL  32779
    MORTGAGE AMOUNT :   277,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,857.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,866.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.14200
    ----------------------------------------------------------------------------
0   0007775604     MORTGAGORS: CHASE                KEVIN
                               CHASE                SUZANNE
    REGION CODE    ADDRESS   : 134 FIELDPOINT DRIVE
        01         CITY      :    IRVINGTON
                   STATE/ZIP : NY  10533
    MORTGAGE AMOUNT :   330,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    306,568.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,085.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 68.04100
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,627,000.00
                               P & I AMT:     10,820.84  UPB AMT:   1,597,589.54
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           11
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007775638     MORTGAGORS: MCMILLAN             JOHN
                               MCMILLAN             NANCY
    REGION CODE    ADDRESS   : 25 OTTER TRAIL
        01         CITY      :    WESTPORT
                   STATE/ZIP : CT  06880
    MORTGAGE AMOUNT :   483,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    481,893.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,219.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.99400
    ----------------------------------------------------------------------------
0   0007775653     MORTGAGORS: SUSSELES             MAXINE
                               COHEN                STEVEN
    REGION CODE    ADDRESS   : 187B CATERSON TERRACE
        01         CITY      :    HARTSDALE
                   STATE/ZIP : NY  10530
    MORTGAGE AMOUNT :   284,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,353.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,998.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.55000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.55000  PRODUCT CODE      :   002
    LTV :                 74.84200
    ----------------------------------------------------------------------------
0   0007775695     MORTGAGORS: SWEET                CHARLES
                               SWEET                ROSE
    REGION CODE    ADDRESS   : 638 CARRIAGE HILL LANE
        01         CITY      :    BOCA RATON
                   STATE/ZIP : FL  33486
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    398,702.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,688.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.10000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.10000  PRODUCT CODE      :   002
    LTV :                 89.08600
    ----------------------------------------------------------------------------
0   0007775703     MORTGAGORS: YANEZ                JOSE
                               LOPEZ-PORTILLO       MONICA
    REGION CODE    ADDRESS   : 11 SPRINGLAKE
        01         CITY      :    HINSDALE
                   STATE/ZIP : IL  60521
    MORTGAGE AMOUNT :   288,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    288,025.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,010.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.45000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.45000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------------------
0   0007775729     MORTGAGORS: CARRILLO             JOE
                               CARRILLO             MATTIE
    REGION CODE    ADDRESS   : 315 KESWICK COURT
        01         CITY      :    SUGAR LAND
                   STATE/ZIP : TX  77478
    MORTGAGE AMOUNT :   327,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    325,897.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,153.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.90000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.90000  PRODUCT CODE      :   002
    LTV :                 87.20000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,784,200.00
                               P & I AMT:     12,069.63  UPB AMT:   1,777,872.83
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           12
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007775737     MORTGAGORS: LIVIA                THOMAS

    REGION CODE    ADDRESS   : 9605 PARKVIEW AVENUE
        01         CITY      :    BOCA RATON
                   STATE/ZIP : FL  33428
    MORTGAGE AMOUNT :   322,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    321,484.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,200.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 85.55000
    ----------------------------------------------------------------------------
0   0007775745     MORTGAGORS: DEL GROSSO           SERGE
                               DEL GROSSO           THERESA
    REGION CODE    ADDRESS   : 41 VICTORIA ROAD
        01         CITY      :    ARDSLEY
                   STATE/ZIP : NY  10502
    MORTGAGE AMOUNT :   352,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    350,847.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,353.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.05000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.05000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007775760     MORTGAGORS: CLEMENTI             GAETANO
                               CLEMENTI             LELISA
    REGION CODE    ADDRESS   : 34 DAFFODIL DRIVE
        01         CITY      :    EAST FARMINGDALE
                   STATE/ZIP : NY  11735
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    298,988.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,975.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.90000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.90000  PRODUCT CODE      :   002
    LTV :                 71.94200
    ----------------------------------------------------------------------------
0   0007775794     MORTGAGORS: LOPPERT              DAVID
                               BROOKS               MARGARET
    REGION CODE    ADDRESS   : 107 PEMBROKE DRIVE
        01         CITY      :    PALM BEACH GARDENS
                   STATE/ZIP : FL  33418
    MORTGAGE AMOUNT :   420,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    417,387.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,822.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.10000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.10000  PRODUCT CODE      :   002
    LTV :                 79.69000
    ----------------------------------------------------------------------------
0   0007775851     MORTGAGORS: GRAYER               MATHEW
                               GRAYER               CORA
    REGION CODE    ADDRESS   : 64 BOULDER RIDGE ROAD
        01         CITY      :    SCARSDALE
                   STATE/ZIP : NY  10583
    MORTGAGE AMOUNT :   324,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    322,959.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,188.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.15000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.15000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,718,500.00
                               P & I AMT:     11,540.39  UPB AMT:   1,711,666.81
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           13
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007775943     MORTGAGORS: KLUGE                NORMAN
                               KLUGE                ROBIN
    REGION CODE    ADDRESS   : 3083 SHORE DRIVE
        01         CITY      :    MERRICK
                   STATE/ZIP : NY  11566
    MORTGAGE AMOUNT :   504,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    502,365.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,387.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.10000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.10000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007775984     MORTGAGORS: WALTON               JAMES
                               WALTON               NADINE
    REGION CODE    ADDRESS   : 949 FAIR OAKS
        01         CITY      :    OAK PARK
                   STATE/ZIP : IL  60302
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,197.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,791.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.35000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.35000  PRODUCT CODE      :   002
    LTV :                 48.62000
    ----------------------------------------------------------------------------
0   0007775992     MORTGAGORS: JOHANSSON            ANDERS
                               JOHANSSON            SUSAN
    REGION CODE    ADDRESS   : 123 BETSY BROWN ROAD
        01         CITY      :    PORT CHESTER
                   STATE/ZIP : NY  10573
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,100.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,891.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.15000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.15000  PRODUCT CODE      :   002
    LTV :                 69.13500
    ----------------------------------------------------------------------------
0   0007776016     MORTGAGORS: WALSH                ELIZABETH
                               WALSH                CHRISTOPHER
    REGION CODE    ADDRESS   : 10 REYNAL ROAD
        01         CITY      :    WHITE PLAINS
                   STATE/ZIP : NY  10605
    MORTGAGE AMOUNT :   263,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,822.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,771.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.10000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.10000  PRODUCT CODE      :   002
    LTV :                 79.87878
    ----------------------------------------------------------------------------
0   0007776198     MORTGAGORS: PAWLIK               JOHN
                               PAWLIK               ROSANNE
    REGION CODE    ADDRESS   : 4312 HAMMERSMITH LANE
        01         CITY      :    GLENVIEW
                   STATE/ZIP : IL  60025
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,083.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,077.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.40000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.40000  PRODUCT CODE      :   002
    LTV :                 48.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,607,600.00
                               P & I AMT:     10,918.14  UPB AMT:   1,601,569.32
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           14
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007776321     MORTGAGORS: WALKER               HUGH
                               WALKER               JUDITH
    REGION CODE    ADDRESS   : 2346 DUNSTAN DRIVE
        01         CITY      :    HOUSTON
                   STATE/ZIP : TX  77005
    MORTGAGE AMOUNT :   276,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,069.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,817.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.90000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.90000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007776453     MORTGAGORS: CERASUOLO            RON

    REGION CODE    ADDRESS   : 690 SW 18TH STREET
        01         CITY      :    BOCA RATON
                   STATE/ZIP : FL  33486
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,062.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,056.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.30000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.30000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
0   0007776545     MORTGAGORS: JAMESON              ROBERT
                               JAMESON              KAREN
    REGION CODE    ADDRESS   : 4006 WOODBRIAR COURT
        01         CITY      :    SUGAR LAND
                   STATE/ZIP : TX  77479
    MORTGAGE AMOUNT :   297,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,017.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,975.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------------------
0   0007776560     MORTGAGORS: PEARSON              JOHN
                               PEARSON              SUE
    REGION CODE    ADDRESS   : 16339 SOUTHEAST ECKERT LANE
        01         CITY      :    CLACKAMAS
                   STATE/ZIP : OR  97015
    MORTGAGE AMOUNT :   266,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,163.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,827.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.30000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.30000  PRODUCT CODE      :   002
    LTV :                 65.00000
    ----------------------------------------------------------------------------
0   0007776818     MORTGAGORS: BABCOCK              EVERETT
                               BABCOCK              DEBRA
    REGION CODE    ADDRESS   : 25019 NORTHEAST 184TH COURT
        01         CITY      :    BATTLE GROUND
                   STATE/ZIP : WA  98604
    MORTGAGE AMOUNT :   277,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,634.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,902.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.30000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.30000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,417,000.00
                               P & I AMT:      9,579.92  UPB AMT:   1,411,947.71
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           15
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007776875     MORTGAGORS: MATERO               RICHARD

    REGION CODE    ADDRESS   : 49 SNOWDROP DRIVE
        01         CITY      :    NEW CITY
                   STATE/ZIP : NY  10956
    MORTGAGE AMOUNT :   468,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    463,761.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,113.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007776883     MORTGAGORS: TYLER                LAMONT

    REGION CODE    ADDRESS   : 127 HILLSHIRE COURT
        01         CITY      :    BARRINGTON
                   STATE/ZIP : IL  60010
    MORTGAGE AMOUNT :   505,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    503,329.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,359.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 63.92400
    ----------------------------------------------------------------------------
0   0007776925     MORTGAGORS: KILEY                S

    REGION CODE    ADDRESS   : 655 VIA MEZNER, UNIT #702
        01         CITY      :    NAPLES
                   STATE/ZIP : FL  34108
    MORTGAGE AMOUNT :   318,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    317,460.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,248.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.60000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.60000  PRODUCT CODE      :   002
    LTV :                 65.00000
    ----------------------------------------------------------------------------
0   0007776958     MORTGAGORS: ALEXANDER            KENNETH
                               ALEXANDER            KATHY
    REGION CODE    ADDRESS   : 21042 N ANDOVER RD
        01         CITY      :    KILDEER
                   STATE/ZIP : IL  60047
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,524.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,805.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.05000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.05000  PRODUCT CODE      :   002
    LTV :                 61.36300
    ----------------------------------------------------------------------------
0   0007777378     MORTGAGORS: CRAIN                LAWRENCE
                               CRAIN                ANDREA
    REGION CODE    ADDRESS   : 1406 LINDEN AVE
        01         CITY      :    DEERFIELD
                   STATE/ZIP : IL  60015
    MORTGAGE AMOUNT :   328,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,733.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,209.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.10000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.10000  PRODUCT CODE      :   002
    LTV :                 66.42400
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,890,300.00
                               P & I AMT:     12,737.30  UPB AMT:   1,880,810.79
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           16
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007777402     MORTGAGORS: TACKETT              CHRISTOPHER
                               TACKETT              JEANNE
    REGION CODE    ADDRESS   : 3005 KING RICHARD CIR
        01         CITY      :    ST CHARLES
                   STATE/ZIP : IL  60174
    MORTGAGE AMOUNT :   327,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    325,939.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,197.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.10000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.10000  PRODUCT CODE      :   002
    LTV :                 79.75600
    ----------------------------------------------------------------------------
0   0007777618     MORTGAGORS: PLUMMER              FREDERICK
                               MELLE                SIGRID
    REGION CODE    ADDRESS   : 866 PLAINWOOD DRIVE
        01         CITY      :    HOUSTON
                   STATE/ZIP : TX  77079
    MORTGAGE AMOUNT :   316,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    315,054.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,103.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 74.37647
    ----------------------------------------------------------------------------
0   0007778079     MORTGAGORS: SVABIC               VOJISLAV

    REGION CODE    ADDRESS   : 510 ALKIRE LAKE DRIVE
        01         CITY      :    SUGAR LAND
                   STATE/ZIP : TX  77478
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    346,119.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,387.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------------------
0   0007778111     MORTGAGORS: GONZALEZ             JUAN
                               GONZALEZ             MARIA
    REGION CODE    ADDRESS   : 3911 SOUTHWESTERN STREET
        01         CITY      :    HOUSTON
                   STATE/ZIP : TX  77005
    MORTGAGE AMOUNT :   325,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    323,835.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,184.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.10000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.10000  PRODUCT CODE      :   002
    LTV :                 79.26800
    ----------------------------------------------------------------------------
0   0007778178     MORTGAGORS: DAMUS                ALFRED
                               DAMUS                LEATRICE
    REGION CODE    ADDRESS   : 8145 SW 53 AVENUE
        01         CITY      :    MIAMI
                   STATE/ZIP : FL  33143
    MORTGAGE AMOUNT :   620,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    618,068.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,146.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.05000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.05000  PRODUCT CODE      :   002
    LTV :                 62.01000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,938,200.00
                               P & I AMT:     13,018.70  UPB AMT:   1,929,017.55
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           17
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007778376     MORTGAGORS: SULLIVAN             JOHN
                               DELL'OLIO            THERESA
    REGION CODE    ADDRESS   : 24 SKYVIEW LANE
        01         CITY      :    NEW ROCHELLE
                   STATE/ZIP : NY  10804
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    358,888.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,480.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.35000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.35000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
0   0007778459     MORTGAGORS: MCCARNEY             JAMES
                               MCCARNEY             JILL
    REGION CODE    ADDRESS   : 124 VANDERBILT ROAD
        01         CITY      :    MANHASSET
                   STATE/ZIP : NY  11030
    MORTGAGE AMOUNT :   544,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    542,218.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,637.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.05000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.05000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007778525     MORTGAGORS: EIBNER               MARK
                               EIBNER               ALISON
    REGION CODE    ADDRESS   : 5388 PINYON JAY ROAD
        01         CITY      :    PARKER
                   STATE/ZIP : CO  80134
    MORTGAGE AMOUNT :   375,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    372,533.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,528.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------------------
0   0007778541     MORTGAGORS: GRONKE               ROBERT
                               FOLSON               WILLIE
    REGION CODE    ADDRESS   : 20 BRADDOCK PARK UNIT#2
        01         CITY      :    BOSTON
                   STATE/ZIP : MA  02116
    MORTGAGE AMOUNT :   425,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    421,509.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,863.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 58.94590
    ----------------------------------------------------------------------------
0   0007778632     MORTGAGORS: SATURNELLI           ANNE
                               VAN SCOY             MICHAEL
    REGION CODE    ADDRESS   : 90 BLUE RIDGE ROAD
        01         CITY      :    NORTH ANDOVER
                   STATE/ZIP : MA  01845
    MORTGAGE AMOUNT :   315,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    313,047.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,230.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   2,019,500.00
                               P & I AMT:     13,740.59  UPB AMT:   2,008,197.39
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           18
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007778657     MORTGAGORS: BARR                 KELLY

    REGION CODE    ADDRESS   : 81 ARBORWAY
        01         CITY      :    JAMAICA PLAIN
                   STATE/ZIP : MA  02130
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,730.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,805.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 78.26000
    ----------------------------------------------------------------------------
0   0007778665     MORTGAGORS: STONE                LARRY
                               STONE                JOANNE
    REGION CODE    ADDRESS   : 35803 249TH AVENUE SE
        01         CITY      :    ENUMCLAW
                   STATE/ZIP : WA  98022
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,748.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,864.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
0   0007778772     MORTGAGORS: BRYANT               ARTHUR
                               DEMIAN               DEMIAN
    REGION CODE    ADDRESS   : 5429 47TH AVENUE SOUTHWEST
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98136
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,339.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,751.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 67.53200
    ----------------------------------------------------------------------------
0   0007778798     MORTGAGORS: ALLEN                THOMAS

    REGION CODE    ADDRESS   : 4329 BASAL CREEK DR
        01         CITY      :    FUQUAY VARINA
                   STATE/ZIP : NC  27526
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    358,203.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,395.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------------------
0   0007778806     MORTGAGORS: EHRLICHMAN           RICHARD
                               EHRLICHMAN           NANCY
    REGION CODE    ADDRESS   : 10 COLGATE ROAD
        01         CITY      :    WELLESLEY
                   STATE/ZIP : MA  02181
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,840.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,726.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 26.04100
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,392,000.00
                               P & I AMT:      9,543.63  UPB AMT:   1,369,862.89
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           19
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007778814     MORTGAGORS: CHASE                PAUL
                               CHASE                DOROTHY
    REGION CODE    ADDRESS   : 6410 286TH PLACE NORTHEAST
        01         CITY      :    CARNATION
                   STATE/ZIP : WA  98014
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,742.29  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 :                 79.97200
    ----------------------------------------------------------------------------
0   0007778822     MORTGAGORS: DOUGHERTY            BURTIS
                               DOUGHERTY            SALLIANN
    REGION CODE    ADDRESS   : 3 FOURTH AVENUE
        01         CITY      :    SOUTHERN SHORES
                   STATE/ZIP : NC  27949
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    298,906.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,896.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 72.63900
    ----------------------------------------------------------------------------
0   0007778848     MORTGAGORS: ROGERS               VIVIAN

    REGION CODE    ADDRESS   : 5837 NORTH 46TH PLACE
        01         CITY      :    PHOENIX
                   STATE/ZIP : AZ  85018
    MORTGAGE AMOUNT :   243,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,508.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,662.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
0   0007778855     MORTGAGORS: SIKORSKI             RICHARD
                               SIKORSKI             ELISABETH
    REGION CODE    ADDRESS   : 1111 ANNA BAR DRIVE
        01         CITY      :    CASTLE ROCK
                   STATE/ZIP : CO  80104
    MORTGAGE AMOUNT :   427,840.00  OPTION TO CONVERT :
    UNPAID BALANCE :    426,108.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,882.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007778921     MORTGAGORS: GREGORAK             WILLIAM
                               GREGORAK             CATHERINE
    REGION CODE    ADDRESS   : 937 TENACITY DRIVE
        01         CITY      :    LONGMONT
                   STATE/ZIP : CO  80501
    MORTGAGE AMOUNT :   329,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    328,232.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,249.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.93310
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,597,390.00
                               P & I AMT:     10,635.78  UPB AMT:   1,590,498.41
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           20
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007778970     MORTGAGORS: DALY                 KEITH
                               DALY                 MAURINE
    REGION CODE    ADDRESS   : 7 ASHTON DRIVE
        01         CITY      :    SHREWSBURY
                   STATE/ZIP : MA  01545
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,763.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,746.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007778988     MORTGAGORS: KOVACS               JOSEPH
                               KOVACS               SHERRY
    REGION CODE    ADDRESS   : 23 HARRIS FARM ROAD
        01         CITY      :    BOLTON
                   STATE/ZIP : MA  01740
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    297,666.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,970.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 60.60600
    ----------------------------------------------------------------------------
0   0007779010     MORTGAGORS: BLOOM                DAVID
                               BLOOM                DEBORAH
    REGION CODE    ADDRESS   : 4413 WOODFIELD BOULEVARD
        01         CITY      :    BOCA RATON
                   STATE/ZIP : FL  33434
    MORTGAGE AMOUNT :   348,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    346,106.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,373.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007779028     MORTGAGORS: STELLE               MARK

    REGION CODE    ADDRESS   : 315 COUNTY ROAD
        01         CITY      :    EDWARDS
                   STATE/ZIP : CO  81632
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,914.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,805.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007779044     MORTGAGORS: PAQUET               GUY
                               PAQUET               ELIZABETH
    REGION CODE    ADDRESS   : 41020 ROAD 38
        01         CITY      :    DOLORES
                   STATE/ZIP : CO  81323
    MORTGAGE AMOUNT :   336,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    334,403.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,292.12  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:   1,508,000.00
                               P & I AMT:     10,188.82  UPB AMT:   1,499,854.40
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           21
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007779051     MORTGAGORS: BELL                 ROBERT

    REGION CODE    ADDRESS   : 867 WEST JONATHAN LANE
        01         CITY      :    BAYSIDE
                   STATE/ZIP : WI  53217
    MORTGAGE AMOUNT :   312,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    310,827.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,181.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007779069     MORTGAGORS: LISKA                DANIEL
                               LISTA                CYNTHIA
    REGION CODE    ADDRESS   : 5305 OCEAN DRIVE
        01         CITY      :    EMERALD ISLE
                   STATE/ZIP : NC  28594
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    318,861.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,049.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007779077     MORTGAGORS: KRULL                DAVID
                               BENZ                 LYNN
    REGION CODE    ADDRESS   : 20700 MARINE VIEW DRIVE SOUTHWEST
        01         CITY      :    NORMANDY PARK
                   STATE/ZIP : WA  98166
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    286,917.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,880.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 70.90400
    ----------------------------------------------------------------------------
0   0007779291     MORTGAGORS: KERSSE               MARTIN
                               KERSSE               JUDITH
    REGION CODE    ADDRESS   : 1403 FOREST GLEN CT
        01         CITY      :    BALTIMORE
                   STATE/ZIP : MD  21228
    MORTGAGE AMOUNT :   297,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,287.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,052.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007779408     MORTGAGORS: WOOD                 R.

    REGION CODE    ADDRESS   : 140 NORTH DEVEREUX COURT
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30327
    MORTGAGE AMOUNT :   485,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    482,988.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,226.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 53.29600
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,704,200.00
                               P & I AMT:     11,390.89  UPB AMT:   1,695,882.06
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           22
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007779416     MORTGAGORS: NELSON               KEITH
                               NELSON               JILL
    REGION CODE    ADDRESS   : 3840 SW MARTINS LANE
        01         CITY      :    PORTLAND
                   STATE/ZIP : OR  97201
    MORTGAGE AMOUNT :   319,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    318,098.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,152.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------------------
0   0007779424     MORTGAGORS: MEDWID               ROBERT
                               MEDWID               JAYNE
    REGION CODE    ADDRESS   : 8 STONELEIGH LANE
        01         CITY      :    COHASSET
                   STATE/ZIP : MA  02025
    MORTGAGE AMOUNT :   424,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    422,664.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,892.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 62.81400
    ----------------------------------------------------------------------------
0   0007779432     MORTGAGORS: CACICH               ANTHONY
                               CACICH               KAREN
    REGION CODE    ADDRESS   : 309 MINEAR DRIVE
        01         CITY      :    LIBERTYVILLE
                   STATE/ZIP : IL  60048
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    338,624.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,290.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007779457     MORTGAGORS: ROBERTS              MICHAEL
                               ROBERTS              ARLENE
    REGION CODE    ADDRESS   : 3350 OAK STREET
        01         CITY      :    WHEAT RIDGE
                   STATE/ZIP : CO  80033
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,880.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,796.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 56.84200
    ----------------------------------------------------------------------------
0   0007779515     MORTGAGORS: GEERS                THOMAS
                               GEERS                BRENDA
    REGION CODE    ADDRESS   : 265 BELLEVUE DRIVE
        01         CITY      :    BOULDER
                   STATE/ZIP : CO  80302
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    308,714.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,062.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 40.95100
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,663,500.00
                               P & I AMT:     11,194.36  UPB AMT:   1,656,982.54
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           23
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007779671     MORTGAGORS: TYRRELL              MICHAEL
                               ZYATES               DIANE
    REGION CODE    ADDRESS   : 9690 FRINGE TREE ROAD
        01         CITY      :    GREAT FALLS
                   STATE/ZIP : VA  22066
    MORTGAGE AMOUNT :   504,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    501,805.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,268.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 79.37000
    ----------------------------------------------------------------------------
0   0007779689     MORTGAGORS: KENNEDY              MICHAEL
                               KENNEDY              NEENA
    REGION CODE    ADDRESS   : 2220  274TH COURT SOUTHEAST
        01         CITY      :    ISSAQUAH
                   STATE/ZIP : WA  98029
    MORTGAGE AMOUNT :   281,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,834.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,869.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 73.94700
    ----------------------------------------------------------------------------
0   0007779697     MORTGAGORS: BACHRACH             MIGUEL
                               BRUNS                BARBARA
    REGION CODE    ADDRESS   : 8621 CHATEAU DRIVE
        01         CITY      :    POTOMAC
                   STATE/ZIP : MD  20854
    MORTGAGE AMOUNT :   595,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    593,531.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,863.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 72.63400
    ----------------------------------------------------------------------------
0   0007779713     MORTGAGORS: SMITH                HARRY
                               SMITH                DEBRA
    REGION CODE    ADDRESS   : 13001 BOSWELL COURT
        01         CITY      :    POTAMIC
                   STATE/ZIP : MD  20854
    MORTGAGE AMOUNT :   376,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    374,844.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,596.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 67.74700
    ----------------------------------------------------------------------------
0   0007779721     MORTGAGORS: FARMER               WAYNE
                               FARMER               MERLE
    REGION CODE    ADDRESS   : 7410 NORTH MERCER WAY
        01         CITY      :    MERCER ISLAND
                   STATE/ZIP : WA  98040
    MORTGAGE AMOUNT :   525,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    523,176.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,405.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 40.38461
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   2,281,600.00
                               P & I AMT:     15,003.58  UPB AMT:   2,273,193.56
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           24
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007779820     MORTGAGORS: FRANK                DAVID
                               FRANK                ROSEMARIE
    REGION CODE    ADDRESS   : 3271 MCCULLY ROAD
        01         CITY      :    ALLISON PARK
                   STATE/ZIP : PA  15101
    MORTGAGE AMOUNT :   649,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    647,576.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,655.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 69.88100
    ----------------------------------------------------------------------------
0   0007779861     MORTGAGORS: BANNISTER            DAVID
                               BANNISTER            MARY
    REGION CODE    ADDRESS   : 20217 23RD PLACE NORTHWEST
        01         CITY      :    SHORELINE
                   STATE/ZIP : WA  98177
    MORTGAGE AMOUNT :   258,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    257,324.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,696.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007779945     MORTGAGORS: RUDDICK              RICHARD
                               RUDDICK              BRENDA
    REGION CODE    ADDRESS   : 7604 SHADYWOOD ROAD
        01         CITY      :    BETHESDA
                   STATE/ZIP : MD  20817
    MORTGAGE AMOUNT :   262,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,090.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,699.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 64.69100
    ----------------------------------------------------------------------------
0   0007779952     MORTGAGORS: KING                 DANIEL
                               KING                 MONIKA
    REGION CODE    ADDRESS   : 772 CYPRESS DRIVE
        01         CITY      :    BOULDER
                   STATE/ZIP : CO  80303
    MORTGAGE AMOUNT :   280,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,893.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,891.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007779960     MORTGAGORS: MARINCOVICH          JAMES
                               MARINCOVICH          CHISTINE
    REGION CODE    ADDRESS   : 3131 E MARYLAND AVENUE
        01         CITY      :    PHOENIX
                   STATE/ZIP : AZ  85016
    MORTGAGE AMOUNT :   410,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    408,709.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,796.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.92500
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,860,900.00
                               P & I AMT:     12,740.20  UPB AMT:   1,854,594.41
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           25
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007779986     MORTGAGORS: ROBINSON             ALAN
                               ROBINSON             JULISA
    REGION CODE    ADDRESS   : 10310 YELLOWWOOD LN
        01         CITY      :    UPPER MARLBORO
                   STATE/ZIP : MD  20774
    MORTGAGE AMOUNT :   254,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,137.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,668.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 89.12200
    ----------------------------------------------------------------------------
0   0007779994     MORTGAGORS: BURROWS              MARK
                               BURROWS              CHRISTINE
    REGION CODE    ADDRESS   : 2527 FOXCLIFF NORTH
        01         CITY      :    MARTINSVILLE
                   STATE/ZIP : IN  46151
    MORTGAGE AMOUNT :   297,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,017.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,975.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 75.18900
    ----------------------------------------------------------------------------
0   0007780034     MORTGAGORS: HAUKENESS            DAVID
                               PALEN                JOAN
    REGION CODE    ADDRESS   : 555 WILD HORSE CIRCLE
        01         CITY      :    BOULDER
                   STATE/ZIP : CO  80304
    MORTGAGE AMOUNT :   324,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    323,004.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,237.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.80200
    ----------------------------------------------------------------------------
0   0007780059     MORTGAGORS: HERBERT              WILLIAM
                               HERBERT              KAREN
    REGION CODE    ADDRESS   : 10112 NEDRA DRIVE
        01         CITY      :    GREAT FALLS
                   STATE/ZIP : VA  22066
    MORTGAGE AMOUNT :   600,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    598,015.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,991.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007780075     MORTGAGORS: POLLAK               JEFFERY
                               POLLAK               CAMMY
    REGION CODE    ADDRESS   : 2701 CIVITAN CLUB PLACE
        01         CITY      :    BROOKEVILLE
                   STATE/ZIP : MD  20833
    MORTGAGE AMOUNT :   284,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,903.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,942.84  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:   1,759,800.00
                               P & I AMT:     11,816.99  UPB AMT:   1,754,078.62
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           26
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007780083     MORTGAGORS: BLEIWAS              HOWARD

    REGION CODE    ADDRESS   : 22282 CHASE
        01         CITY      :    NOVI
                   STATE/ZIP : MI  48375
    MORTGAGE AMOUNT :   297,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,017.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,975.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 67.89600
    ----------------------------------------------------------------------------
0   0007780125     MORTGAGORS: ALBERT               KENNETH
                               ALBERT               JODI
    REGION CODE    ADDRESS   : 13611 CHERRYDALE DRIVE
        01         CITY      :    ROCKVILLE
                   STATE/ZIP : MD  20850
    MORTGAGE AMOUNT :   325,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    323,871.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,107.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 76.47000
    ----------------------------------------------------------------------------
0   0007780133     MORTGAGORS: SCHAEFER             PAUL
                               SCHAEFER             SUSAN
    REGION CODE    ADDRESS   : 3818 PARKLAKE DRIVE
        01         CITY      :    ROCKVILLE
                   STATE/ZIP : MD  20853
    MORTGAGE AMOUNT :   382,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    380,602.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,477.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 78.43900
    ----------------------------------------------------------------------------
0   0007780141     MORTGAGORS: WILSON               JEFFREY
                               WILSON               MARY
    REGION CODE    ADDRESS   : 495 COMMON STREET
        01         CITY      :    DEDHAM
                   STATE/ZIP : MA  02026
    MORTGAGE AMOUNT :   329,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,361.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,325.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/23
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 47.00000
    ----------------------------------------------------------------------------
0   0007780158     MORTGAGORS: BYRNES               CHARLES
                               BYRNES               JANET
    REGION CODE    ADDRESS   : 22430 SOUTHWYCK CT
        01         CITY      :    NOVI
                   STATE/ZIP : MI  48374
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,165.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,807.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 60.77900
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,598,000.00
                               P & I AMT:     10,694.62  UPB AMT:   1,592,017.93
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           27
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007780166     MORTGAGORS: LAGGE                KEVIN
                               LAGGE                JUDITH
    REGION CODE    ADDRESS   : 209 HOLLOWDALE
        01         CITY      :    EDMOND
                   STATE/ZIP : OK  73003
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,465.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,862.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 73.10700
    ----------------------------------------------------------------------------
0   0007780174     MORTGAGORS: HOLT                 MARK
                               HOLT                 JULIE
    REGION CODE    ADDRESS   : 2082 NAVAJO TRAIL
        01         CITY      :    LAFAYETTE
                   STATE/ZIP : CO  80026
    MORTGAGE AMOUNT :   460,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    458,440.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,021.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 59.35400
    ----------------------------------------------------------------------------
0   0007780190     MORTGAGORS: MCUMBER              DEREK
                               MCUMBER              ARLYN
    REGION CODE    ADDRESS   : 5809 MIDHILL STREET
        01         CITY      :    BETHESDA
                   STATE/ZIP : MD  20817
    MORTGAGE AMOUNT :   347,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    345,823.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,279.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 88.97400
    ----------------------------------------------------------------------------
0   0007780216     MORTGAGORS: RISNER               F.
                               RISNER               MILDRED
    REGION CODE    ADDRESS   : 9020 ETCHING OVERLOOK
        01         CITY      :    DULUTH
                   STATE/ZIP : GA  30097
    MORTGAGE AMOUNT :   307,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    304,896.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,965.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 76.75000
    ----------------------------------------------------------------------------
0   0007780224     MORTGAGORS: FOLEY                DOROTHY
                               EASTWOOD             ELIZABETH
    REGION CODE    ADDRESS   : 7598 HOLLY BUSHWAY
        01         CITY      :    FALLS CHURCH
                   STATE/ZIP : VA  22043
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    308,141.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,036.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.48700
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,704,000.00
                               P & I AMT:     11,166.49  UPB AMT:   1,695,768.10
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           28
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007780232     MORTGAGORS: GALLI                GLENN
                               GALLI                KATHY
    REGION CODE    ADDRESS   : 22426 MOORGATE STREET
        01         CITY      :    NOVI
                   STATE/ZIP : MI  48374
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,068.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,862.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007780257     MORTGAGORS: EIKOOS               KAREN
                               KOCH                 DENISE
    REGION CODE    ADDRESS   : 2916 5TH AVENUE
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98119
    MORTGAGE AMOUNT :   314,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    312,986.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,115.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 78.50000
    ----------------------------------------------------------------------------
0   0007780265     MORTGAGORS: IRVINE               MARTIN
                               EVERHART             DEBORAH
    REGION CODE    ADDRESS   : 4210 38TH STREET NW
        01         CITY      :    WASHINGTON
                   STATE/ZIP : DC  20016
    MORTGAGE AMOUNT :   326,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    325,185.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,144.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007780273     MORTGAGORS: HOPKINS              JAMES
                               HOPKINS              TERESA
    REGION CODE    ADDRESS   : 13515 NICHOLS DRIVE
        01         CITY      :    CLARKSVILLE
                   STATE/ZIP : MD  21029
    MORTGAGE AMOUNT :   264,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,931.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,778.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007780281     MORTGAGORS: MCCARTIN             TERRENCE
                               MCCARTIN             MUFTIAH
    REGION CODE    ADDRESS   : 1441 N ENGLEWOOD STREET
        01         CITY      :    ARLINGTON
                   STATE/ZIP : VA  22205
    MORTGAGE AMOUNT :   265,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,408.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,655.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.37500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.37500  PRODUCT CODE      :   002
    LTV :                 78.05800
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,449,800.00
                               P & I AMT:      9,556.92  UPB AMT:   1,444,581.08
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           29
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007780299     MORTGAGORS: TRICKEL              DANIEL
                               TRICKEL              MARCY
    REGION CODE    ADDRESS   : 4025 MANTLE RIDGE DR
        01         CITY      :    CUMMING
                   STATE/ZIP : GA  30041
    MORTGAGE AMOUNT :   253,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    252,840.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,666.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 89.99600
    ----------------------------------------------------------------------------
0   0007780307     MORTGAGORS: HOLLIDAY             CHAD
                               HOLLIDAY             MICHELLE
    REGION CODE    ADDRESS   : 4408 ARDEN FOREST DR
        01         CITY      :    HOLLY SPRINGS
                   STATE/ZIP : NC  27540
    MORTGAGE AMOUNT :   251,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,597.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,651.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 89.99600
    ----------------------------------------------------------------------------
0   0007780315     MORTGAGORS: DOUGLAS              DEAN
                               DOUGLAS              COLLEEN
    REGION CODE    ADDRESS   : 13785 BEAM RIDGE DRIVE
        01         CITY      :    MCCORDSVILLE
                   STATE/ZIP : IN  46055
    MORTGAGE AMOUNT :   311,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    310,120.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,122.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 83.83000
    ----------------------------------------------------------------------------
0   0007780323     MORTGAGORS: TREFF                DAVID
                               SHELTO               AUDREY
    REGION CODE    ADDRESS   : 189 LANGLEY ROAD
        01         CITY      :    NEWTON
                   STATE/ZIP : MA  02459
    MORTGAGE AMOUNT :   335,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    334,443.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,288.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 78.02300
    ----------------------------------------------------------------------------
0   0007780349     MORTGAGORS: O'CONNOR             JOHN
                               O'CONNOR             JEAN
    REGION CODE    ADDRESS   : 7 ARROWOOD LANE
        01         CITY      :    ANDOVER
                   STATE/ZIP : MA  01810
    MORTGAGE AMOUNT :   277,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,626.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,893.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,429,250.00
                               P & I AMT:      9,622.47  UPB AMT:   1,424,628.03
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           30
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007780364     MORTGAGORS: CASALENA             JOHN
                               CASALENA             JANICE
    REGION CODE    ADDRESS   : 4756 CHARLES CIRCLE NORTH
        01         CITY      :    STRAWBERRY
                   STATE/ZIP : AZ  85544
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,050.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,839.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007780372     MORTGAGORS: KROGER               KURT
                               KROGER               ANNE
    REGION CODE    ADDRESS   : 736 12TH AVE E
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98102
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    345,936.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,328.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 67.96100
    ----------------------------------------------------------------------------
0   0007780406     MORTGAGORS: SCHMEISSER           STEVE
                               SCHMEISSER           KATHY
    REGION CODE    ADDRESS   : 11498 EAST ASTER DRIVE
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85259
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,859.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,044.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007780414     MORTGAGORS: MATHESON             DAVID
                               MATHESON             TRACY
    REGION CODE    ADDRESS   : 741 DIXIE PARKWAY
        01         CITY      :    WINTER PARK
                   STATE/ZIP : FL  32789
    MORTGAGE AMOUNT :   293,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,006.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,924.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.83600
    ----------------------------------------------------------------------------
0   0007780422     MORTGAGORS: SCOTT                MICHAEL

    REGION CODE    ADDRESS   : 1531 LODGE LANE
        01         CITY      :    BOULDER
                   STATE/ZIP : CO  80303
    MORTGAGE AMOUNT :   254,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,558.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,692.53  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:   1,473,400.00
                               P & I AMT:      9,829.69  UPB AMT:   1,465,412.37
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           31
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007780430     MORTGAGORS: WALSH                DAVID
                               WALSH                CHIYA
    REGION CODE    ADDRESS   : 1216 88TH PLACE NE
        01         CITY      :    BELLEVUE
                   STATE/ZIP : WA  98004
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    348,897.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,387.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 69.30600
    ----------------------------------------------------------------------------
0   0007780448     MORTGAGORS: RAMSAY               KENNETH
                               RAMSAY               SHARON
    REGION CODE    ADDRESS   : 63 LINDALL ST
        01         CITY      :    DANVERS
                   STATE/ZIP : MA  01923
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,027.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,816.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007780455     MORTGAGORS: WEBER                MARK
                               CROWLEY              ANDREA
    REGION CODE    ADDRESS   : 4 HAWKRIDGE ROAD
        01         CITY      :    ANDOVER
                   STATE/ZIP : MA  01810
    MORTGAGE AMOUNT :   355,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    352,336.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,391.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 64.07900
    ----------------------------------------------------------------------------
0   0007780463     MORTGAGORS: DOLAN                WILLIAM
                               DOLAN                NANCY
    REGION CODE    ADDRESS   : 227 W. LAKE STREET
        01         CITY      :    BARRINGTON
                   STATE/ZIP : IL  60010
    MORTGAGE AMOUNT :   370,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    368,311.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,399.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 74.00000
    ----------------------------------------------------------------------------
0   0007780471     MORTGAGORS: SMITH                KIRSTEN
                               SMITH                CLINTON
    REGION CODE    ADDRESS   : 2615 279TH COURT NORTHEAST
        01         CITY      :    REDMOND
                   STATE/ZIP : WA  98053
    MORTGAGE AMOUNT :   299,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    298,459.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,942.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 79.86600
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,654,500.00
                               P & I AMT:     10,937.76  UPB AMT:   1,647,033.26
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           32
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007780489     MORTGAGORS: PERRON               DENIS
                               PERRON               MARGARET
    REGION CODE    ADDRESS   : 37 GOLDEN EAGLE LANE
        01         CITY      :    LITTLETON
                   STATE/ZIP : CO  80127
    MORTGAGE AMOUNT :   449,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    447,340.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,912.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 70.70800
    ----------------------------------------------------------------------------
0   0007780497     MORTGAGORS: NEAL                 ROBERT
                               NEAL                 CATHERINE
    REGION CODE    ADDRESS   : 564 TWIN OAKS
        01         CITY      :    CARMEL
                   STATE/ZIP : IN  46032
    MORTGAGE AMOUNT :   290,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,889.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,886.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 75.65600
    ----------------------------------------------------------------------------
0   0007780505     MORTGAGORS: TITUS                JOHN
                               PATTERSON            STEPHEN
    REGION CODE    ADDRESS   : 129 HIGH STREET
        01         CITY      :    WINCHESTER
                   STATE/ZIP : MA  01890
    MORTGAGE AMOUNT :   448,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    446,481.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,943.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007780513     MORTGAGORS: KELTNER              MARSHALL
                               KELTNER              SHERRY
    REGION CODE    ADDRESS   : 12275 RIDGESIDE ROAD
        01         CITY      :    INDIANAPOLIS
                   STATE/ZIP : IN  46256
    MORTGAGE AMOUNT :   394,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    393,195.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,624.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 74.15400
    ----------------------------------------------------------------------------
0   0007780521     MORTGAGORS: MCAVEENEY            JOHN
                               MCAVEENEY            ANN
    REGION CODE    ADDRESS   : 230 WEST ONWENTSIA ROAD
        01         CITY      :    LAKE FOREST
                   STATE/ZIP : IL  60045
    MORTGAGE AMOUNT :   450,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    448,474.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,956.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 65.69300
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   2,032,400.00
                               P & I AMT:     13,322.83  UPB AMT:   2,025,381.06
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           33
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007780539     MORTGAGORS: SETTLE               DARYL
                               SETTLE               JANICE
    REGION CODE    ADDRESS   : 4114 FAITH CT
        01         CITY      :    ALEXANDRIA
                   STATE/ZIP : VA  22311
    MORTGAGE AMOUNT :   257,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,149.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,709.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 61.19000
    ----------------------------------------------------------------------------
0   0007780554     MORTGAGORS: LINSALATA            MARK
                               LINSALATA            KIMBERLY
    REGION CODE    ADDRESS   : 5302 EAST YUCCA STREET
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85254
    MORTGAGE AMOUNT :   297,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,894.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,951.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.20000
    ----------------------------------------------------------------------------
0   0007780562     MORTGAGORS: SCHLAGHECK           DAVID
                               SCHLAGHECK           DARLENE
    REGION CODE    ADDRESS   : 6337 MIAMI COURT
        01         CITY      :    LOVELAND
                   STATE/ZIP : OH  45140
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,074.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,740.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 77.53846
    ----------------------------------------------------------------------------
0   0007780570     MORTGAGORS: DANIELS              SHEILA

    REGION CODE    ADDRESS   : 110 LARKSPUR
        01         CITY      :    KETCHUM
                   STATE/ZIP : ID  83340
    MORTGAGE AMOUNT :   281,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,046.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,845.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.82900
    ----------------------------------------------------------------------------
0   0007780588     MORTGAGORS: AGIUS                JOSEPH

    REGION CODE    ADDRESS   : 111 BRENTWOOD DRIVE
        01         CITY      :    DEARBORN
                   STATE/ZIP : MI  48124
    MORTGAGE AMOUNT :   263,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,086.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,705.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 79.45600
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,350,000.00
                               P & I AMT:      8,953.20  UPB AMT:   1,345,251.39
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           34
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007780596     MORTGAGORS: GORDON               STEPHEN
                               GORDON               MARGARET
    REGION CODE    ADDRESS   : 4 STEWART STREET
        01         CITY      :    HOPKINTON
                   STATE/ZIP : MA  01748
    MORTGAGE AMOUNT :   295,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    293,975.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,913.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 71.60100
    ----------------------------------------------------------------------------
0   0007780604     MORTGAGORS: ZIPSER               MARTIN
                               ZIPSER               KATHLEEN
    REGION CODE    ADDRESS   : 540 TUCKEY LANE EAST
        01         CITY      :    PHOENIX
                   STATE/ZIP : AZ  85012
    MORTGAGE AMOUNT :   245,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,149.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,589.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 65.50800
    ----------------------------------------------------------------------------
0   0007780612     MORTGAGORS: RUTIGLIANO           CARLO
                               RUTIGLIANO           KAREN
    REGION CODE    ADDRESS   : 713 GOLFPOINT DRIVE
        01         CITY      :    WINTER SPRINGS
                   STATE/ZIP : FL  32708
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,044.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,994.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 72.19500
    ----------------------------------------------------------------------------
0   0007780620     MORTGAGORS: WELNICK              MICHAEL
                               WELNICK              JEANNE
    REGION CODE    ADDRESS   : 9661 EAST LAUREL LANE
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85260
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    318,941.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,128.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 51.61200
    ----------------------------------------------------------------------------
0   0007780638     MORTGAGORS: NORRIS               ROGER
                               NORRIS               ANGELA
    REGION CODE    ADDRESS   : 2240 BIG BEAR CIRCLE
        01         CITY      :    SEDALIA
                   STATE/ZIP : CO  80135
    MORTGAGE AMOUNT :   487,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    485,389.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,240.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 74.92300
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,643,000.00
                               P & I AMT:     10,865.63  UPB AMT:   1,637,500.04
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           35
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007780646     MORTGAGORS: KEHE                 ERIC
                               KEHE                 TAMMY
    REGION CODE    ADDRESS   : 3274 BEECH COURT
        01         CITY      :    GOLDEN
                   STATE/ZIP : CO  80401
    MORTGAGE AMOUNT :   261,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,071.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,671.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 69.60000
    ----------------------------------------------------------------------------
0   0007780661     MORTGAGORS: WEIL                 ROBBIN

    REGION CODE    ADDRESS   : 2345 43RD AVE E
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98112
    MORTGAGE AMOUNT :   317,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    315,976.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,135.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 53.27700
    ----------------------------------------------------------------------------
0   0007780679     MORTGAGORS: KUIVINEN             NED
                               KUIVINEN             DEBORAH
    REGION CODE    ADDRESS   : 4757 EAST VALLEY VISTA LANE
        01         CITY      :    PARADISE VALLEY
                   STATE/ZIP : AZ  85253
    MORTGAGE AMOUNT :   508,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    506,278.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,337.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 63.10500
    ----------------------------------------------------------------------------
0   0007780687     MORTGAGORS: KNAPP                CALVIN
                               MALONE               BETH
    REGION CODE    ADDRESS   : 12949 HOLMES POINT DRIVE NE
        01         CITY      :    KIRKLAND
                   STATE/ZIP : WA  98034
    MORTGAGE AMOUNT :   549,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    539,966.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,515.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 52.28500
    ----------------------------------------------------------------------------
0   0007780695     MORTGAGORS: RECKART              TIMOTHY
                               RECKART              JANE
    REGION CODE    ADDRESS   : 410 SAHUARA STREET NORTH
        01         CITY      :    TUCSON
                   STATE/ZIP : AZ  85711
    MORTGAGE AMOUNT :   427,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    424,682.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,844.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   2,062,500.00
                               P & I AMT:     13,503.58  UPB AMT:   2,046,974.50
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           36
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007780703     MORTGAGORS: DAVIS                WILLIS

    REGION CODE    ADDRESS   : 511 PINCHOT DRIVE
        01         CITY      :    ASHEVILLE
                   STATE/ZIP : NC  28803
    MORTGAGE AMOUNT :   311,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,919.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,017.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 79.94800
    ----------------------------------------------------------------------------
0   0007780737     MORTGAGORS: JOHNSON              EDMUND
                               JOHNSON              MARGARET
    REGION CODE    ADDRESS   : 4475 NASSAU PLACE
        01         CITY      :    BOULDER
                   STATE/ZIP : CO  80301
    MORTGAGE AMOUNT :   255,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,662.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,657.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 79.99700
    ----------------------------------------------------------------------------
0   0007780745     MORTGAGORS: HOROWITZ             JOHN
                               HOROWITZ             DEBORAH
    REGION CODE    ADDRESS   : 917 RIDGECREST ROAD
        01         CITY      :    ORLANDO
                   STATE/ZIP : FL  32806
    MORTGAGE AMOUNT :   414,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    410,951.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,616.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007780760     MORTGAGORS: RESNICK              DANIEL
                               RESNICK              ELLEN
    REGION CODE    ADDRESS   : 2745 QUAIL LANE
        01         CITY      :    NORTHBROOK
                   STATE/ZIP : IL  60062
    MORTGAGE AMOUNT :   319,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    317,875.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,122.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 62.54900
    ----------------------------------------------------------------------------
0   0007780778     MORTGAGORS: CALKIN               MARK
                               CALKIN               MELISSA
    REGION CODE    ADDRESS   : 1672 SILVERCREEK LANE
        01         CITY      :    EVERGREEN
                   STATE/ZIP : CO  80439
    MORTGAGE AMOUNT :   531,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    529,084.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,400.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 76.12900
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,830,550.00
                               P & I AMT:     11,813.76  UPB AMT:   1,822,493.92
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           37
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007780786     MORTGAGORS: SHEERAN              GORDON

    REGION CODE    ADDRESS   : 5200 RIVER WEST DR.
        01         CITY      :    LEWISVILLE
                   STATE/ZIP : NC  27023
    MORTGAGE AMOUNT :   488,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    486,254.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,246.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 73.38300
    ----------------------------------------------------------------------------
0   0007780794     MORTGAGORS: NORMAN               THOMAS
                               NORMAN               JOANN
    REGION CODE    ADDRESS   : 1358 UNDERPASS ROAD
        01         CITY      :    ADVANCE
                   STATE/ZIP : NC  27006
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,244.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,898.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 74.02200
    ----------------------------------------------------------------------------
0   0007780802     MORTGAGORS: O'DOWD               MELVYN
                               O'DOWD               DELPHINE
    REGION CODE    ADDRESS   : 5565 MURFIELD
        01         CITY      :    ROCHESTER
                   STATE/ZIP : MI  48306
    MORTGAGE AMOUNT :   554,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    550,504.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,687.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 55.43000
    ----------------------------------------------------------------------------
0   0007780810     MORTGAGORS: KISLING              DONALD
                               KISLING              CONNIE
    REGION CODE    ADDRESS   : 5002 CENTURY OAKS COURT
        01         CITY      :    GREENSBORO
                   STATE/ZIP : NC  27455
    MORTGAGE AMOUNT :   277,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,559.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,822.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
0   0007780844     MORTGAGORS: BELL                 LARRY
                               BELL                 SANDRA
    REGION CODE    ADDRESS   : 375 IVY CIRCLE
        01         CITY      :    ADVANCE
                   STATE/ZIP : NC  27006
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,040.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,929.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 73.97900
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,874,800.00
                               P & I AMT:     12,585.32  UPB AMT:   1,866,603.58
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           38
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007788029     MORTGAGORS: CHIAPPARI            MICHAEL
                               CHIAPPARI            KATHLEEN
    REGION CODE    ADDRESS   : 721 SHILOH CANYON
        01         CITY      :    SANTA ROSA
                   STATE/ZIP : CA  95403
    MORTGAGE AMOUNT :   580,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    578,634.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,956.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 34.11700
    ----------------------------------------------------------------------------
0   0007788037     MORTGAGORS: GORE                 KENNETH
                               GORE                 CHRISTINE
    REGION CODE    ADDRESS   : 126 CAMINO DELAS COLINAS
        01         CITY      :    TORRANCE
                   STATE/ZIP : CA  90277
    MORTGAGE AMOUNT :   415,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    414,533.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,797.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007788045     MORTGAGORS: BUNCH                KARL
                               BUNCH                INGRID
    REGION CODE    ADDRESS   : 9384 SUVA STREET
        01         CITY      :    DOWNEY
                   STATE/ZIP : CA  90240
    MORTGAGE AMOUNT :   650,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    648,982.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,434.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 78.31300
    ----------------------------------------------------------------------------
0   0007788060     MORTGAGORS: HANSON               JOHN
                               HANSON               GLORIA
    REGION CODE    ADDRESS   : 2216 PYRAMID STREET
        01         CITY      :    LIVERMORE
                   STATE/ZIP : CA  94550
    MORTGAGE AMOUNT :   468,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    466,562.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,232.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007788078     MORTGAGORS: CARNATHAN            CRAIG
                               CARNATHAN            LUISA
    REGION CODE    ADDRESS   : 603 OLD VINE COURT
        01         CITY      :    PLEASANT HILL
                   STATE/ZIP : CA  94523
    MORTGAGE AMOUNT :   329,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    328,536.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,220.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.77000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   2,442,800.00
                               P & I AMT:     16,641.00  UPB AMT:   2,437,249.78
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           39
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007788094     MORTGAGORS: WILLIAMS             GARTH
                               WILLIAMS             MARILYN
    REGION CODE    ADDRESS   : 1 SNOWBERRY COURT
        01         CITY      :    ORINDA
                   STATE/ZIP : CA  94563
    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     :   01/01/29
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 54.96800
    ----------------------------------------------------------------------------
0   0007788102     MORTGAGORS: ATWAL                SUKHDEV
                               ATWAL                SUKHJINDER
    REGION CODE    ADDRESS   : 920 IVY GLEN DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95133
    MORTGAGE AMOUNT :   352,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    352,184.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,376.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99700
    ----------------------------------------------------------------------------
0   0007788110     MORTGAGORS: BASS                 JAY
                               BASS                 CHRISTIEN
    REGION CODE    ADDRESS   : 1685 TULANE DRIVE
        01         CITY      :    MOUNTAIN VIEW
                   STATE/ZIP : CA  94040
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,542.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,072.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 53.09700
    ----------------------------------------------------------------------------
0   0007788128     MORTGAGORS: RUDEE                STEPHEN
                               RUDEE                MARILYN
    REGION CODE    ADDRESS   : 390 SUNFISH COURT
        01         CITY      :    FOSTER CITY
                   STATE/ZIP : CA  94404
    MORTGAGE AMOUNT :   304,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    304,334.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,105.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 55.41800
    ----------------------------------------------------------------------------
0   0007788136     MORTGAGORS: BENSON               ERIC
                               BENSON               LORIN
    REGION CODE    ADDRESS   : 1305 DARWIN AVENUE
        01         CITY      :    LIVERMORE
                   STATE/ZIP : CA  94550
    MORTGAGE AMOUNT :   257,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    257,185.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,845.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 85.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,475,100.00
                               P & I AMT:     10,150.55  UPB AMT:   1,472,829.08
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           40
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007788144     MORTGAGORS: JORDAN               KAREL

    REGION CODE    ADDRESS   : 1053 ECHO DRIVE
        01         CITY      :    LOS ALTOS
                   STATE/ZIP : CA  94024
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,506.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,995.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 35.71400
    ----------------------------------------------------------------------------
0   0007788151     MORTGAGORS: LIVINGSTON           MARTIN
                               LIVINGSTON           KIMBERLY
    REGION CODE    ADDRESS   : 1918 CHARDONNAY COURT
        01         CITY      :    LIVERMORE
                   STATE/ZIP : CA  94550
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,438.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,358.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 48.95100
    ----------------------------------------------------------------------------
0   0007788169     MORTGAGORS: NGUYEN               TUE
                               VU                   LE
    REGION CODE    ADDRESS   : 5953 FIDDLETOWN PLACE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95120
    MORTGAGE AMOUNT :   460,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    459,224.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,021.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007788177     MORTGAGORS: ESPIRITU             NANDY
                               ESPIRITU             FLORA
    REGION CODE    ADDRESS   : 3101 CUNNINGHAM LAKE COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95148
    MORTGAGE AMOUNT :   329,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    329,407.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,195.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 87.99800
    ----------------------------------------------------------------------------
0   0007788201     MORTGAGORS: BESCH                STEPHEN
                               BESCH                SUSAN
    REGION CODE    ADDRESS   : 22040 JODI PLACE
        01         CITY      :    SAUGUS (AREA)
                   STATE/ZIP : CA  91350
    MORTGAGE AMOUNT :   243,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,619.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,657.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,682,950.00
                               P & I AMT:     11,228.67  UPB AMT:   1,680,197.38
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           41
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007788219     MORTGAGORS: BLAIR                LYNNE

    REGION CODE    ADDRESS   : 2123 MALCOLM AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90025
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,605.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,719.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 44.21000
    ----------------------------------------------------------------------------
0   0007788227     MORTGAGORS: JENSEN               MICHAEL
                               JENSEN               TERI
    REGION CODE    ADDRESS   : 440 LANTERN CREST DRIVE
        01         CITY      :    REDLANDS
                   STATE/ZIP : CA  92373
    MORTGAGE AMOUNT :   392,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    391,371.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,640.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007788250     MORTGAGORS: LE                   VINH
                               LE                   TAMMY
    REGION CODE    ADDRESS   : 757 SAINT TIMOTHY PLACE
        01         CITY      :    MORGAN HILL
                   STATE/ZIP : CA  95037
    MORTGAGE AMOUNT :   307,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    306,542.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,146.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 89.76800
    ----------------------------------------------------------------------------
0   0007788474     MORTGAGORS: PATEL                RAJIV
                               PATEL                RUPAL
    REGION CODE    ADDRESS   : 43952 SOUTH MORAY STREET
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94539
    MORTGAGE AMOUNT :   374,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    373,369.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,456.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 76.32600
    ----------------------------------------------------------------------------
0   0007788532     MORTGAGORS: GILE                 CHRISTOPHER
                               GILE                 ALLISON
    REGION CODE    ADDRESS   : 3413 MOCKINGBIRD LANE
        01         CITY      :    HIGHLAND PARK
                   STATE/ZIP : TX  75205
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,304.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,940.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,613,000.00
                               P & I AMT:     10,903.89  UPB AMT:   1,610,194.45
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           42
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007788565     MORTGAGORS: BOSSE                MARK
                               BOSSE                NANCY
    REGION CODE    ADDRESS   : 307 FERDINAND AVENUE
        01         CITY      :    EL GRANADA
                   STATE/ZIP : CA  94018
    MORTGAGE AMOUNT :   277,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,577.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,913.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 72.89473
    ----------------------------------------------------------------------------
0   0007788573     MORTGAGORS: MARCHER              ALAN
                               MARCHER              JULIE
    REGION CODE    ADDRESS   : 2331 TERRAZA GUITARA
        01         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92009
    MORTGAGE AMOUNT :   279,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,552.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,879.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 76.43800
    ----------------------------------------------------------------------------
0   0007788615     MORTGAGORS: BRACKETT             JOHN
                               BRACKETT             KRISTEN
    REGION CODE    ADDRESS   : 15785 EL GATO LANE
        01         CITY      :    LOS GATOS
                   STATE/ZIP : CA  95032
    MORTGAGE AMOUNT :   367,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    366,568.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,414.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
0   0007788623     MORTGAGORS: OSBORNE              NICHOLAS
                               NGUYEN-OSBORNE       ANH HONG
    REGION CODE    ADDRESS   : 11872 HILLTOP DRIVE
        01         CITY      :    LOS ALTOS
                   STATE/ZIP : CA  94024
    MORTGAGE AMOUNT :   595,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    593,528.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,958.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 47.60000
    ----------------------------------------------------------------------------
0   0007788631     MORTGAGORS: ADERHOLD             DAVID
                               ADERHOLD             NANCY
    REGION CODE    ADDRESS   : 2193 BENTLEY RIDGE DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95138
    MORTGAGE AMOUNT :   650,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    647,850.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,324.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 66.66600
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   2,168,500.00
                               P & I AMT:     14,490.09  UPB AMT:   2,163,076.39
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           43
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007788649     MORTGAGORS: SHIH                 HUNGWEN
                               YEH                  AI-CHENG
    REGION CODE    ADDRESS   : 41067 PEMENTEL COURT
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94539
    MORTGAGE AMOUNT :   524,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    522,266.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,486.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.39300
    ----------------------------------------------------------------------------
0   0007788680     MORTGAGORS: KLASSEN              STEVEN
                               KLASSEN              KIMBERLY
    REGION CODE    ADDRESS   : 71 ASPEN SPRINGS RANCH
        01         CITY      :    CROWLEY LAKE
                   STATE/ZIP : CA  93546
    MORTGAGE AMOUNT :   294,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    293,290.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,980.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 65.33300
    ----------------------------------------------------------------------------
0   0007788698     MORTGAGORS: ROGERS               ROBIN
                               ROGERS               LA VERGNE
    REGION CODE    ADDRESS   : 4312 NORTH WISHON AVENUE
        01         CITY      :    FRESNO
                   STATE/ZIP : CA  93704
    MORTGAGE AMOUNT :   245,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,408.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,650.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 55.68100
    ----------------------------------------------------------------------------
0   0007788706     MORTGAGORS: EATON                LYNN

    REGION CODE    ADDRESS   : 23304 POMPANO STREET
        01         CITY      :    MALIBU
                   STATE/ZIP : CA  90265
    MORTGAGE AMOUNT :   489,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    488,714.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,297.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 69.92800
    ----------------------------------------------------------------------------
0   0007788722     MORTGAGORS: WANG                 CHUNG-YI
                               HORNG                CHIA-CHING
    REGION CODE    ADDRESS   : 8539 MAHOGANY PLACE
        01         CITY      :    NEWARK
                   STATE/ZIP : CA  94560
    MORTGAGE AMOUNT :   262,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,099.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,813.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,815,000.00
                               P & I AMT:     12,228.43  UPB AMT:   1,810,780.05
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           44
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007788748     MORTGAGORS: ORTIZ                JEFF
                               ORTIZ                LARRA
    REGION CODE    ADDRESS   : 133 GOODFELLOW DRIVE
        01         CITY      :    ORINDA
                   STATE/ZIP : CA  94563
    MORTGAGE AMOUNT :   404,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    403,351.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,721.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007788755     MORTGAGORS: MCKINZIE             ERIC
                               MCKINZIE             MONIQUE
    REGION CODE    ADDRESS   : 6240 ALTAMAR CIRCLE
        01         CITY      :    LIVERMORE
                   STATE/ZIP : CA  94550
    MORTGAGE AMOUNT :   258,683.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,247.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,699.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.99900
    ----------------------------------------------------------------------------
0   0007788763     MORTGAGORS: SETO                 JOHN
                               SETO                 TERRI
    REGION CODE    ADDRESS   : 1255 SILVERWOOD COURT
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94526
    MORTGAGE AMOUNT :   255,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,610.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,761.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 62.19500
    ----------------------------------------------------------------------------
0   0007788771     MORTGAGORS: MARKEVITCH           JAMES

    REGION CODE    ADDRESS   : 231 EMERSON STREET
        01         CITY      :    PALO ALTO
                   STATE/ZIP : CA  94301
    MORTGAGE AMOUNT :   566,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    565,613.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,864.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 48.21200
    ----------------------------------------------------------------------------
0   0007788789     MORTGAGORS: TOCHIHARA            JANE

    REGION CODE    ADDRESS   : 4586 EVEREST CIRCLE
        01         CITY      :    CYPRESS
                   STATE/ZIP : CA  90630
    MORTGAGE AMOUNT :   251,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,856.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,713.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,735,433.00
                               P & I AMT:     11,760.93  UPB AMT:   1,732,680.04
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           45
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007788797     MORTGAGORS: CARA                 ANTHONY
                               CARA                 ELECTRICE
    REGION CODE    ADDRESS   : 4778 LAGO VISTA CIRCLE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95129
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,605.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,925.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007788805     MORTGAGORS: MARTINEZ             ALLEN
                               BACH                 THUY-PHUONG
    REGION CODE    ADDRESS   : 224 GOLDEN HIND PASSAGE
        01         CITY      :    CORTE MADERA
                   STATE/ZIP : CA  94925
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,530.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,046.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007788813     MORTGAGORS: LOVING               JERRY
                               LOVING               SHEILA
    REGION CODE    ADDRESS   : 323 SHADY GLEN ROAD
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94596
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,502.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,867.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 42.66600
    ----------------------------------------------------------------------------
0   0007788821     MORTGAGORS: JANOS                LEO
                               JANOS                BONNIE
    REGION CODE    ADDRESS   : 2571 CORDELIA ROAD
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90049
    MORTGAGE AMOUNT :   287,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,315.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,890.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 30.64962
    ----------------------------------------------------------------------------
0   0007788839     MORTGAGORS: SEARCH               RANDY
                               SEARCH               BEVERLY
    REGION CODE    ADDRESS   : 393 WAGON WHEEL ROAD
        01         CITY      :    MAMMOTH LAKES
                   STATE/ZIP : CA  93546
    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     :   12/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 68.42100
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,407,800.00
                               P & I AMT:      9,460.14  UPB AMT:   1,405,310.13
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           46
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007788847     MORTGAGORS: KOSMAC               TERESA
                               WIECZOREK            JOHN
    REGION CODE    ADDRESS   : 3690 BROOKWOOD DRIVE
        01         CITY      :    BAYSIDE
                   STATE/ZIP : CA  95524
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,539.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,862.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007788854     MORTGAGORS: QUINTO               RAYMOND
                               IRION QUINTO         TERRY
    REGION CODE    ADDRESS   : 867 FOXRIDGE WAY
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95133
    MORTGAGE AMOUNT :   298,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    297,533.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,032.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 63.40400
    ----------------------------------------------------------------------------
0   0007788862     MORTGAGORS: MENARD               EDWARD
                               BARTELS              LORI
    REGION CODE    ADDRESS   : 2230 DUVALL COURT
        01         CITY      :    SANTA CLARA
                   STATE/ZIP : CA  95054
    MORTGAGE AMOUNT :   364,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    363,421.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,361.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 79.99100
    ----------------------------------------------------------------------------
0   0007788870     MORTGAGORS: BRAILE               MARGARET
                               BRAILE               WILLIAM
    REGION CODE    ADDRESS   : 369 BRIDGECREEK WAY
        01         CITY      :    HAYWARD
                   STATE/ZIP : CA  94544
    MORTGAGE AMOUNT :   296,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,563.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,969.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.98700
    ----------------------------------------------------------------------------
0   0007788888     MORTGAGORS: BOARDMAN             GAYL

    REGION CODE    ADDRESS   : 1190 GLENBLAIR WAY
        01         CITY      :    CAMPBELL
                   STATE/ZIP : CA  95008
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,603.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,795.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 72.22200
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,498,100.00
                               P & I AMT:     10,022.36  UPB AMT:   1,495,660.95
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           47
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007788896     MORTGAGORS: OLSON                JAMES
                               OLSON                ROSALIE
    REGION CODE    ADDRESS   : 18102 CAROLYN CIRCLE
        01         CITY      :    VILLA PARK
                   STATE/ZIP : CA  92861
    MORTGAGE AMOUNT :   278,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,575.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,920.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 52.45200
    ----------------------------------------------------------------------------
0   0007789175     MORTGAGORS: BILODEAU             WILLIAM
                               BILODEAU             LYNNE
    REGION CODE    ADDRESS   : 4 KENDALL WAY
        01         CITY      :    NASHUA
                   STATE/ZIP : NH  03054
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,595.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,697.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------------------
0   0007789183     MORTGAGORS: OAKES                THOMAS
                               OAKES                LAURA
    REGION CODE    ADDRESS   : 9541 NORMANDY WAY
        01         CITY      :    CYPRESS
                   STATE/ZIP : CA  90630
    MORTGAGE AMOUNT :   345,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    344,432.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,295.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 77.87800
    ----------------------------------------------------------------------------
0   0007789191     MORTGAGORS: PAPAZIAN             RONALD
                               PAPAZIAN             MAXINE
    REGION CODE    ADDRESS   : 15016 LODOSA DRIVE
        01         CITY      :    WHITTIER
                   STATE/ZIP : CA  90605
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,506.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,995.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
0   0007789209     MORTGAGORS: CATER                DALE
                               CATER                MIA
    REGION CODE    ADDRESS   : 4879 KINGWOOD WAY
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95124
    MORTGAGE AMOUNT :   286,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,552.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,951.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 77.29700
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,461,000.00
                               P & I AMT:      9,860.09  UPB AMT:   1,458,663.30
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           48
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007789217     MORTGAGORS: BURGE                R. GLYNGUARD
                               BURGE                TERRI
    REGION CODE    ADDRESS   : 6353 ASCOT DRIVE
        01         CITY      :    OAKLAND
                   STATE/ZIP : CA  94611
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,542.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,920.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 59.37500
    ----------------------------------------------------------------------------
0   0007789225     MORTGAGORS: CAMPBELL             CLAYTON
                               CAMPBELL             SALLY
    REGION CODE    ADDRESS   : 813 BORIS COURT
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94596
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,507.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,918.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 56.69900
    ----------------------------------------------------------------------------
0   0007789233     MORTGAGORS: YARNELL              KEVIN
                               YARNELL              WENDY
    REGION CODE    ADDRESS   : 1807 ALTAMONT CIRCLE
        01         CITY      :    LIVERMORE
                   STATE/ZIP : CA  94550
    MORTGAGE AMOUNT :   292,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,930.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,969.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99900
    ----------------------------------------------------------------------------
0   0007789241     MORTGAGORS: CHAFFE               GEOFFREY
                               CHAFFE               LINDA
    REGION CODE    ADDRESS   : 14205 SANTA LUCIA ROAD
        01         CITY      :    ATASCADERO
                   STATE/ZIP : CA  93422
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,568.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,681.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007789266     MORTGAGORS: VINOYA               RAMONCITO
                               VINOYA               MARIA
    REGION CODE    ADDRESS   : 938 IVY GLEN DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95133
    MORTGAGE AMOUNT :   347,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    346,429.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,308.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 78.50600
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,472,400.00
                               P & I AMT:      9,798.64  UPB AMT:   1,469,979.83
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           49
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007789274     MORTGAGORS: CREIGHTON            GREGORY
                               CREIGHTON            KATHLEEN
    REGION CODE    ADDRESS   : 989 CRELLIN ROAD
        01         CITY      :    PLEASANTON
                   STATE/ZIP : CA  94566
    MORTGAGE AMOUNT :   316,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    315,517.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,182.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007789282     MORTGAGORS: LIPKIS               JAMES
                               GROB                 LORI
    REGION CODE    ADDRESS   : 18565 PASEO LADO
        01         CITY      :    SARATOGA
                   STATE/ZIP : CA  95070
    MORTGAGE AMOUNT :   464,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    463,273.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,165.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007789290     MORTGAGORS: MUXEN                VICKI

    REGION CODE    ADDRESS   : 3652 GREENHILLS DRIVE
        01         CITY      :    CASTRO VALLEY
                   STATE/ZIP : CA  94546
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,549.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,964.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.78900
    ----------------------------------------------------------------------------
0   0007789332     MORTGAGORS: BHAT                 ASHOK

    REGION CODE    ADDRESS   : 35872 KILLORGLIN COMMON
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94536
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,575.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,655.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007789340     MORTGAGORS: AKBAR                MOHAMED
                               AKBAR                ARIN
    REGION CODE    ADDRESS   : 11433 BRACKEN FERN COVE
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92131
    MORTGAGE AMOUNT :   263,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,838.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,795.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,583,250.00
                               P & I AMT:     10,763.80  UPB AMT:   1,580,754.19
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           50
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007789357     MORTGAGORS: KNUTSON              DOUGLAS
                               KNUTSON              SUZANNE
    REGION CODE    ADDRESS   : 5318 SUNSET AVENUE
        01         CITY      :    ANACORTES
                   STATE/ZIP : WA  98221
    MORTGAGE AMOUNT :   345,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    344,432.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,295.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
0   0007789365     MORTGAGORS: DAVIS                DONALD
                               DAVIS                LYNN
    REGION CODE    ADDRESS   : 19404 ROCKY BAY POINT ROAD
        01         CITY      :    GIG HARBOR
                   STATE/ZIP : WA  98335
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,585.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,807.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 64.63400
    ----------------------------------------------------------------------------
0   0007789373     MORTGAGORS: RUTTAN               PAUL
                               RUTTAN               DENISE
    REGION CODE    ADDRESS   : 820 S. CEDAR POINT DRIVE
        01         CITY      :    ANAHEIM
                   STATE/ZIP : CA  92808
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,530.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,046.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
0   0007789407     MORTGAGORS: ROMERO               HORACIO
                               CASAS                DOMITILO
    REGION CODE    ADDRESS   : 203 TWINLAKE DRIVE
        01         CITY      :    SUNNYVALE
                   STATE/ZIP : CA  94089
    MORTGAGE AMOUNT :   256,215.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,793.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,704.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 89.90000
    ----------------------------------------------------------------------------
0   0007789415     MORTGAGORS: DINH                 DUNG
                               DINH                 LILLIANN
    REGION CODE    ADDRESS   : 692 WINDSOR TERRACE
        01         CITY      :    SUNNYVALE
                   STATE/ZIP : CA  94087
    MORTGAGE AMOUNT :   295,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,549.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,037.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 61.07600
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,461,215.00
                               P & I AMT:      9,891.71  UPB AMT:   1,458,891.96
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           51
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007789431     MORTGAGORS: MERLIC               KENT
                               MERLIC               DOROTHY
    REGION CODE    ADDRESS   : 1301 CHERRY AVENUE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95125
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,622.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,840.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 47.27272
    ----------------------------------------------------------------------------
0   0007789449     MORTGAGORS: HERNANDEZ            CHARLES
                               HERNANDEZ            LINDA
    REGION CODE    ADDRESS   : 4608 SHAUNA COURT
        01         CITY      :    SOQUEL
                   STATE/ZIP : CA  95073
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,526.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,141.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.48700
    ----------------------------------------------------------------------------
0   0007789456     MORTGAGORS: FRIEDMAN             PETER
                               FRIEDMAN             SHERI
    REGION CODE    ADDRESS   : 13669 RONNIE WAY
        01         CITY      :    SARATOGA
                   STATE/ZIP : CA  95070
    MORTGAGE AMOUNT : 1,000,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    998,473.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     6,906.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   015
    LTV :                 57.83600
    ----------------------------------------------------------------------------
0   0007789472     MORTGAGORS: WYLIE                ERIC
                               WYLIE                DEIRDRE
    REGION CODE    ADDRESS   : 632 SOUTH M STREET
        01         CITY      :    LIVERMORE
                   STATE/ZIP : CA  94550
    MORTGAGE AMOUNT :   276,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,568.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,882.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007789480     MORTGAGORS: RUTLEDGE             DONNA

    REGION CODE    ADDRESS   : 254 GREENFIELD AVENUE
        01         CITY      :    SAN MATEO
                   STATE/ZIP : CA  94403
    MORTGAGE AMOUNT :   457,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    456,284.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,117.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 76.16600
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   2,303,000.00
                               P & I AMT:     15,888.49  UPB AMT:   2,299,475.58
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           52
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007789498     MORTGAGORS: BRIGGS               JAMES
                               BRIGGS               DOROTHY
    REGION CODE    ADDRESS   : 435 KENT DRIVE
        01         CITY      :    MOUNTAIN VIEW
                   STATE/ZIP : CA  94043
    MORTGAGE AMOUNT :   448,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    447,316.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,094.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007789506     MORTGAGORS: SCHOOLER             CHRISTOPHER
                               SCHOOLER             SHIRLEY
    REGION CODE    ADDRESS   : 815 LAUREL AVEUNE
        01         CITY      :    MENLO PARK
                   STATE/ZIP : CA  94025
    MORTGAGE AMOUNT :   295,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,502.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,937.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 73.75000
    ----------------------------------------------------------------------------
0   0007789514     MORTGAGORS: REIMANN              MATTHIAS
                               NGUYEN               NHA-NGHI
    REGION CODE    ADDRESS   : 2207 CEYNOWA LANE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95121
    MORTGAGE AMOUNT :   376,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    375,426.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,596.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007789522     MORTGAGORS: LAM                  ANTHONY
                               PANG                 LILY
    REGION CODE    ADDRESS   : 41085 CANYON HEIGHTS DRIVE
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94539
    MORTGAGE AMOUNT :   348,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    347,468.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,403.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 57.04900
    ----------------------------------------------------------------------------
0   0007789555     MORTGAGORS: WUNDERLI             RUSS
                               WUNDERLI             DIA
    REGION CODE    ADDRESS   : 8818 OLD COUNTRY ROAD
        01         CITY      :    ROSEVILLE
                   STATE/ZIP : CA  95661
    MORTGAGE AMOUNT :   373,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    373,000.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,517.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,840,600.00
                               P & I AMT:     12,549.68  UPB AMT:   1,837,714.51
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           53
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007789563     MORTGAGORS: PAGLIARO             ANTHONY
                               PAGLIARO             JEANETTE
    REGION CODE    ADDRESS   : 109 GLENWOOD DRIVE
        01         CITY      :    SCOTTS VALLEY
                   STATE/ZIP : CA  95066
    MORTGAGE AMOUNT :   317,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    316,728.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,110.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
0   0007789571     MORTGAGORS: O'SHIELDS            ARNOLD
                               O'SHIELDS            PATRICIA
    REGION CODE    ADDRESS   : 4920 WOODSMAN LOOP
        01         CITY      :    PLACERVILLE
                   STATE/ZIP : CA  95667
    MORTGAGE AMOUNT :   321,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    320,485.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,162.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 68.29700
    ----------------------------------------------------------------------------
0   0007789597     MORTGAGORS: THORNTON             JAMES
                               THORNTON             SHERRY
    REGION CODE    ADDRESS   : 1815 SILVERWINGS COURT
        01         CITY      :    MORGAN HILL
                   STATE/ZIP : CA  95037
    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     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 54.05400
    ----------------------------------------------------------------------------
0   0007789639     MORTGAGORS: CATANIA              LORRAINE
                               PASQUALE             MARY
    REGION CODE    ADDRESS   : 607 11TH STREET
        01         CITY      :    BROOKLYN
                   STATE/ZIP : NY  11215
    MORTGAGE AMOUNT :   326,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    325,437.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,114.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 57.19200
    ----------------------------------------------------------------------------
0   0007789647     MORTGAGORS: SAUNDERS             BRUCE
                               SAUNDERS             HOLLY
    REGION CODE    ADDRESS   : 15182 S. ROSE CANYON ROAD
        01         CITY      :    RIVERTON
                   STATE/ZIP : UT  84065
    MORTGAGE AMOUNT :   263,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,808.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,840.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 54.26800
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,627,450.00
                               P & I AMT:     10,889.30  UPB AMT:   1,624,800.94
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           54
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007789654     MORTGAGORS: DEVITA               NICOLA
                               DEVITA               GEORGEANN
    REGION CODE    ADDRESS   : 7207 SOUTH PONDEROSA DRIVE
        01         CITY      :    SALT LAKE CITY
                   STATE/ZIP : UT  84121
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,627.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,685.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 81.33300
    ----------------------------------------------------------------------------
0   0007789662     MORTGAGORS: CARTMILL             KENNETH
                               CARTMILL             COLLEEN
    REGION CODE    ADDRESS   : 5306 REFLECTIONS BLVD
        01         CITY      :    LUTZ
                   STATE/ZIP : FL  33549
    MORTGAGE AMOUNT :   257,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,522.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,603.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      6.37500  PRODUCT CODE      :   002
    LTV :                 88.88600
    ----------------------------------------------------------------------------
0   0007789670     MORTGAGORS: TAKAHASHI            CURTIS
                               TAKAHASHI            LINDA
    REGION CODE    ADDRESS   : 20351 GLASGOW DRIVE
        01         CITY      :    SARATOGA
                   STATE/ZIP : CA  95070
    MORTGAGE AMOUNT :   600,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    599,013.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,991.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 66.66600
    ----------------------------------------------------------------------------
0   0007789688     MORTGAGORS: HANSEN               GREG
                               HANSEN               DEBBIE
    REGION CODE    ADDRESS   : 1384 BIRCH STREET
        01         CITY      :    MONTARA
                   STATE/ZIP : CA  94037
    MORTGAGE AMOUNT :   295,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,549.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,037.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 73.20000
    ----------------------------------------------------------------------------
0   0007789704     MORTGAGORS: CROWLEY              MICHAEL

    REGION CODE    ADDRESS   : 2410 EAGLERIDGE  DRIVE
        01         CITY      :    HENDERSON
                   STATE/ZIP : NV  89014
    MORTGAGE AMOUNT :   321,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    321,058.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,112.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,717,600.00
                               P & I AMT:     11,430.61  UPB AMT:   1,714,771.40
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           55
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007789720     MORTGAGORS: VALNICEK             GEORGE
                               VALNICEK             JITKA
    REGION CODE    ADDRESS   : 11504 EAST MARK LANE
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85255
    MORTGAGE AMOUNT :   364,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    363,444.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,514.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------------------
0   0007789738     MORTGAGORS: WOLF                 RICHARD

    REGION CODE    ADDRESS   : 11805 HAWK HOLLOW
        01         CITY      :    LAKE WORTH
                   STATE/ZIP : FL  33467
    MORTGAGE AMOUNT :   277,875.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,450.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,919.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 94.19400
    ----------------------------------------------------------------------------
0   0007789746     MORTGAGORS: FERRANDO             JOSEPH
                               FERRANDO             SANDRA
    REGION CODE    ADDRESS   : 305 SELBY LANE
        01         CITY      :    ATHERTON
                   STATE/ZIP : CA  94027
    MORTGAGE AMOUNT :   368,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    367,947.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,360.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 12.28600
    ----------------------------------------------------------------------------
0   0007789753     MORTGAGORS: MALSOM               DAVID
                               MALSOM               TRINA
    REGION CODE    ADDRESS   : 11200 VALLEY OAK DRIVE
        01         CITY      :    OAKDALE
                   STATE/ZIP : CA  95361
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,486.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,155.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007789761     MORTGAGORS: FEENEY               HEIDI

    REGION CODE    ADDRESS   : 512 EAST MARINERS CIRCLE
        01         CITY      :    FRESNO
                   STATE/ZIP : CA  93720
    MORTGAGE AMOUNT :   282,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    281,958.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,926.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,612,875.00
                               P & I AMT:     10,875.84  UPB AMT:   1,610,287.67
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           56
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007789779     MORTGAGORS: BURY                 THOMAS
                               BURY                 RENE
    REGION CODE    ADDRESS   : 8241 SOUTH SEABROOK LANE
        01         CITY      :    LITTLETON
                   STATE/ZIP : CO  80120
    MORTGAGE AMOUNT :   292,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,956.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,824.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      6.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
0   0007789787     MORTGAGORS: HOLT                 DAVID
                               HOLT                 ANSLEY
    REGION CODE    ADDRESS   : 1631 MAYFIELD AVENUE
        01         CITY      :    WINTER PARK
                   STATE/ZIP : FL  32789
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,481.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,945.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007789795     MORTGAGORS: CHONG                YUN
                               CHONG                MI
    REGION CODE    ADDRESS   : 4832 JEWELL TERRACE
        01         CITY      :    PALM HARBOR
                   STATE/ZIP : FL  34685
    MORTGAGE AMOUNT :   346,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    345,930.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,305.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------------------
0   0007789803     MORTGAGORS: PHELPS               RANDLE
                               PHELPS               ROXANNE
    REGION CODE    ADDRESS   : 6990 ROME BOULEVARD
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89131
    MORTGAGE AMOUNT :   343,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    342,436.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,281.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 50.81400
    ----------------------------------------------------------------------------
0   0007789811     MORTGAGORS: FREIBURG             SCOTT
                               FREIBURG             KIM
    REGION CODE    ADDRESS   : 1631 ST HELENA
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94526
    MORTGAGE AMOUNT :   288,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,859.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,991.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 69.46900
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,570,300.00
                               P & I AMT:     10,349.11  UPB AMT:   1,567,664.90
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           57
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007789829     MORTGAGORS: JORDAN               WAYNE
                               JORDAN               DEANNA
    REGION CODE    ADDRESS   : 361 BRIDGECREEK WAY
        01         CITY      :    HAYWARD
                   STATE/ZIP : CA  94544
    MORTGAGE AMOUNT :   289,640.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,175.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,951.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99900
    ----------------------------------------------------------------------------
0   0007789845     MORTGAGORS: CLAUSEN              MARK
                               CLAUSEN              DEBRA
    REGION CODE    ADDRESS   : 17 CREEK STREET
        01         CITY      :    MAMMOTH LAKES
                   STATE/ZIP : CA  93546
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,473.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,128.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 64.00000
    ----------------------------------------------------------------------------
0   0007789852     MORTGAGORS: LAU                  NANCY

    REGION CODE    ADDRESS   : 126 ARROYO DRIVE
        01         CITY      :    UNION CITY
                   STATE/ZIP : CA  94587
    MORTGAGE AMOUNT :   305,209.00  OPTION TO CONVERT :
    UNPAID BALANCE :    304,707.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,030.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.99900
    ----------------------------------------------------------------------------
0   0007789860     MORTGAGORS: BECKER               RICHARD
                               BECKER               GLENNA
    REGION CODE    ADDRESS   : 1740 ALTAMONT CIRCLE
        01         CITY      :    LIVERMORE
                   STATE/ZIP : CA  94550
    MORTGAGE AMOUNT :   303,440.00  OPTION TO CONVERT :
    UNPAID BALANCE :    302,941.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,018.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007789878     MORTGAGORS: SOBREPENA            GIL RICO
                               SOBREPENA            MARIA CONSUELO
    REGION CODE    ADDRESS   : 330 BROOKHAVEN COURT
        01         CITY      :    HAYWARD
                   STATE/ZIP : CA  94544
    MORTGAGE AMOUNT :   295,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,125.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,991.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.98200
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,513,889.00
                               P & I AMT:     10,121.22  UPB AMT:   1,511,423.32
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           58
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007789886     MORTGAGORS: GORDON               ARMAND
                               GORDON               DEBORAH
    REGION CODE    ADDRESS   : 2273 BELFORD DRIVE
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94598
    MORTGAGE AMOUNT :   275,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,997.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,832.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 70.62800
    ----------------------------------------------------------------------------
0   0007789910     MORTGAGORS: LOWE                 JAMES
                               DECKER-LOWE          PATRICIA
    REGION CODE    ADDRESS   : 7363 MESA DRIVE
        01         CITY      :    APTOS
                   STATE/ZIP : CA  95003
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,547.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,829.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 74.32400
    ----------------------------------------------------------------------------
0   0007789928     MORTGAGORS: KEASAL               THOMAS

    REGION CODE    ADDRESS   : 2646 231ST PLACE S.E.
        01         CITY      :    ISSAQUAH
                   STATE/ZIP : WA  98029
    MORTGAGE AMOUNT :   257,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    257,106.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,778.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 66.02564
    ----------------------------------------------------------------------------
0   0007789936     MORTGAGORS: ROSS                 ALBERT
                               MCCOLLUM-ROSS        TERRI
    REGION CODE    ADDRESS   : 116 CAMINO DEL SOL
        01         CITY      :    SANTA CRUZ
                   STATE/ZIP : CA  95065
    MORTGAGE AMOUNT :   255,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,580.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,696.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 68.00000
    ----------------------------------------------------------------------------
0   0007789944     MORTGAGORS: ULLRICH              ROBERT
                               WALLACE ULLRICH      MARI
    REGION CODE    ADDRESS   : 6940 SAYRE DRIVE
        01         CITY      :    OAKLAND
                   STATE/ZIP : CA  94618
    MORTGAGE AMOUNT :   385,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    384,934.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,501.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,448,550.00
                               P & I AMT:      9,638.19  UPB AMT:   1,446,166.71
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           59
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007789969     MORTGAGORS: WRIGHT               GRAHAM
                               LEMKE                PAMELA
    REGION CODE    ADDRESS   : 1123 N. BRANCIFORTE AVE
        01         CITY      :    SANTA CRUZ
                   STATE/ZIP : CA  95062
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,593.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,773.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007790082     MORTGAGORS: ROBERTSON            JOHN
                               ROBERTSON            VELMETA
    REGION CODE    ADDRESS   : 5930 E. TERRITORY DR.
        01         CITY      :    TUCSON
                   STATE/ZIP : AZ  85750
    MORTGAGE AMOUNT :   264,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,437.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,891.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007790090     MORTGAGORS: CALATAYUD            RICHARD
                               CALATAYUD            JOANNE
    REGION CODE    ADDRESS   : 11406 S. BARLEY FIELD WAY
        01         CITY      :    MARRIOTTSVILLE
                   STATE/ZIP : MD  21104
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,752.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,663.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 66.66600
    ----------------------------------------------------------------------------
0   0007790116     MORTGAGORS: KOUMJIAN             SCOTT
                               KOUMJIAN             COURTNEY
    REGION CODE    ADDRESS   : 62 WAKE ROBIN ROAD
        01         CITY      :    SUDBURY
                   STATE/ZIP : MA  01776
    MORTGAGE AMOUNT :   308,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    305,470.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,075.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007790124     MORTGAGORS: FREEDMAN             NOEL
                               FREEDMAN             VICKI
    REGION CODE    ADDRESS   : 79 RIDGE ROCK ROAD
        01         CITY      :    SEDONA
                   STATE/ZIP : AZ  86351
    MORTGAGE AMOUNT :   335,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    332,314.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,285.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 63.80900
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,417,000.00
                               P & I AMT:      9,688.59  UPB AMT:   1,409,567.41
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           60
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007790132     MORTGAGORS: MANCA                JOSEPH
                               MANCA                ERIN
    REGION CODE    ADDRESS   : 8544 4TH AVENUE NORTHEAST
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98115
    MORTGAGE AMOUNT :   279,960.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,042.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,957.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007790140     MORTGAGORS: BLACK                DAVID
                               BLACK                SARAH
    REGION CODE    ADDRESS   : 18375 BAYBERRY DRIVE
        01         CITY      :    BAINBRIDGE
                   STATE/ZIP : OH  44023
    MORTGAGE AMOUNT :   247,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,202.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,733.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 76.27600
    ----------------------------------------------------------------------------
0   0007790157     MORTGAGORS: TEIGISER             JOHN
                               TEIGISER             DIANE
    REGION CODE    ADDRESS   : 26W462 PINEHURST DRIVE
        01         CITY      :    WINFIELD
                   STATE/ZIP : IL  60190
    MORTGAGE AMOUNT :   312,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    308,153.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,181.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007790165     MORTGAGORS: WHEELER              R
                               WHEELER              SHARON
    REGION CODE    ADDRESS   : 3004 VALLEY OAK DRIVE
        01         CITY      :    LOVELAND
                   STATE/ZIP : CO  80538
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,342.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,773.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007790173     MORTGAGORS: LEVINE               KENNETH
                               LEVINE               HAGAR
    REGION CODE    ADDRESS   : 646 WEST OLD YORK ROAD
        01         CITY      :    CARLISLE
                   STATE/ZIP : PA  17013
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    497,112.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,582.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 74.07400
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,599,860.00
                               P & I AMT:     11,228.16  UPB AMT:   1,587,853.89
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           61
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007790181     MORTGAGORS: CUNNINGHAM           DAVID

    REGION CODE    ADDRESS   : 4634 LAWTON LANE WEST
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98199
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,139.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,830.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 66.25000
    ----------------------------------------------------------------------------
0   0007790199     MORTGAGORS: WARREN               LLOYD
                               WARREN               ROSEMARY
    REGION CODE    ADDRESS   : 22215 SOUTHEAST 38TH STREET
        01         CITY      :    ISSAQUAH
                   STATE/ZIP : WA  98029
    MORTGAGE AMOUNT :   612,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    607,485.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,279.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 85.00000
    ----------------------------------------------------------------------------
0   0007790207     MORTGAGORS: SCHEINGARTEN         STUART

    REGION CODE    ADDRESS   : 4898 FICKLE HILL ROAD
        01         CITY      :    ARCATA
                   STATE/ZIP : CA  95521
    MORTGAGE AMOUNT :   392,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    389,679.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,774.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 74.31200
    ----------------------------------------------------------------------------
0   0007790215     MORTGAGORS: ALBITZ               ROBERT
                               ALBITZ               LORIE
    REGION CODE    ADDRESS   : 294 CAYUGA ROAD
        01         CITY      :    ORION TWP.
                   STATE/ZIP : MI  48362
    MORTGAGE AMOUNT :   314,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    312,984.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,200.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 60.50900
    ----------------------------------------------------------------------------
0   0007790223     MORTGAGORS: TRACY                JOHN
                               TRACY                ASHLEY
    REGION CODE    ADDRESS   : 5010 HICKORY HILLS DRIVE
        01         CITY      :    WOODSTOCK
                   STATE/ZIP : GA  30118
    MORTGAGE AMOUNT :   290,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,295.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,930.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.99200
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,873,850.00
                               P & I AMT:     13,014.83  UPB AMT:   1,860,583.40
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           62
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007790231     MORTGAGORS: ARCILLA              NATHANIEL
                               ARCILLA              HELEN
    REGION CODE    ADDRESS   : 1209 ALABAMA STREET
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92648
    MORTGAGE AMOUNT :   346,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    343,510.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,276.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------------------
0   0007790249     MORTGAGORS: GENER                JULIO
                               GENER                ELIZABETH
    REGION CODE    ADDRESS   : 1833 ORIOLE DRIVE
        01         CITY      :    COSTA MESA
                   STATE/ZIP : CA  92626
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    318,058.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,237.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007790264     MORTGAGORS: WILLIAMS             SCOTT
                               WILLIAMS             JENNIFER
    REGION CODE    ADDRESS   : 10646 FALCON RIM POINT
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92131
    MORTGAGE AMOUNT :   353,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    351,674.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,502.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 72.88600
    ----------------------------------------------------------------------------
0   0007790280     MORTGAGORS: ROSTAMIAN            FARIBORZ

    REGION CODE    ADDRESS   : 12607 BEDFORDSHIRE COURT
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92128
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,227.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,041.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007790298     MORTGAGORS: MOODY                CHRISTOPHER

    REGION CODE    ADDRESS   : 19 VANESSA DRIVE
        01         CITY      :    NORTHBOROUGH
                   STATE/ZIP : MA  01532
    MORTGAGE AMOUNT :   281,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,460.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,897.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.98800
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,593,600.00
                               P & I AMT:     10,954.70  UPB AMT:   1,583,931.01
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           63
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007790306     MORTGAGORS: QUACH                HOANG
                               DANG                 QUE
    REGION CODE    ADDRESS   : 2738 SCOTTSDALE DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95148
    MORTGAGE AMOUNT :   241,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,061.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,685.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 89.95800
    ----------------------------------------------------------------------------
0   0007790314     MORTGAGORS: SHERRILL             JAMES
                               SHERRILL             ANNIE
    REGION CODE    ADDRESS   : 7124 BONNY BROOK COURT
        01         CITY      :    NIWOT
                   STATE/ZIP : CO  80503
    MORTGAGE AMOUNT :   271,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,879.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,827.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007790322     MORTGAGORS: YALDEZIAN            JOHN
                               YALDEZIAN            LISA
    REGION CODE    ADDRESS   : 347 WOODLET WAY
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91361
    MORTGAGE AMOUNT :   322,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    320,134.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,144.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.97500
    ----------------------------------------------------------------------------
0   0007790330     MORTGAGORS: BORDELEAU            MICHAEL
                               BORDELEAU            KAREN
    REGION CODE    ADDRESS   : 225 SHADY HILLS COURT
        01         CITY      :    SIMI VALLEY
                   STATE/ZIP : CA  93065
    MORTGAGE AMOUNT :   357,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    355,653.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,530.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 77.71739
    ----------------------------------------------------------------------------
0   0007790348     MORTGAGORS: BALBUENA             JUAN
                               BALBUENA             HORTENCIA
    REGION CODE    ADDRESS   : 785 SANTA PAULA AVENUE
        01         CITY      :    SUNNYVALE
                   STATE/ZIP : CA  94086
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,690.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,862.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,452,000.00
                               P & I AMT:     10,049.54  UPB AMT:   1,443,418.72
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           64
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007790355     MORTGAGORS: DESNOYERS            JOHN
                               TRAN                 JENNIFER
    REGION CODE    ADDRESS   : 4980-4982 CRYSTAL DRIVE
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92109
    MORTGAGE AMOUNT :   380,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    378,881.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,728.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.33300
    ----------------------------------------------------------------------------
0   0007790363     MORTGAGORS: DAVID                MICHAEL
                               DAVID                JILL
    REGION CODE    ADDRESS   : 50344 E.FELLOWS CREEK CT.
        01         CITY      :    PLYMOUTH TWP.
                   STATE/ZIP : MI  48170
    MORTGAGE AMOUNT :   315,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    313,204.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,122.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 70.77100
    ----------------------------------------------------------------------------
0   0007790371     MORTGAGORS: CHANG                ERG

    REGION CODE    ADDRESS   : 48359 CONIFER STREET
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94539
    MORTGAGE AMOUNT :   242,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    241,475.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,698.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 94.99500
    ----------------------------------------------------------------------------
0   0007790389     MORTGAGORS: HEYBURN              PAUL
                               HOUGH                REBECCA
    REGION CODE    ADDRESS   : 662 KENWYN ROAD
        01         CITY      :    OAKLAND
                   STATE/ZIP : CA  94610
    MORTGAGE AMOUNT :   269,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,576.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,880.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 89.96600
    ----------------------------------------------------------------------------
0   0007790397     MORTGAGORS: SHORT                SAMUEL
                               SHORT                DESYRIA
    REGION CODE    ADDRESS   : 6407 BOB WHITE COURT
        01         CITY      :    DUNKIRK
                   STATE/ZIP : MD  20754
    MORTGAGE AMOUNT :   361,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    360,353.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,561.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.11400
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,569,700.00
                               P & I AMT:     10,991.80  UPB AMT:   1,561,491.40
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           65
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007790405     MORTGAGORS: GRIESMER             DANIEL

    REGION CODE    ADDRESS   : 656 SOUTH ORCHARD DRIVE
        01         CITY      :    BURBANK
                   STATE/ZIP : CA  91506
    MORTGAGE AMOUNT :   276,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,370.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,959.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007790421     MORTGAGORS: PRETZER              KIRK
                               PRETZER              SHERRY
    REGION CODE    ADDRESS   : 6633 CHILI HILL ROAD
        01         CITY      :    NEW CASTLE
                   STATE/ZIP : CA  95658
    MORTGAGE AMOUNT :   319,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    318,107.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,236.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 77.06000
    ----------------------------------------------------------------------------
0   0007790439     MORTGAGORS: CAIRES               AUGUST
                               CAIRES               LESLIE
    REGION CODE    ADDRESS   : 2108 JOHN DEWITT PLACE
        01         CITY      :    ALPINE
                   STATE/ZIP : CA  91901
    MORTGAGE AMOUNT :   389,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    387,040.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,786.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 86.44400
    ----------------------------------------------------------------------------
0   0007790447     MORTGAGORS: ADEL                 SHAUN
                               ADEL                 GINA
    REGION CODE    ADDRESS   : 49 FESTIVO
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92606
    MORTGAGE AMOUNT :   316,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,526.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,210.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 72.68900
    ----------------------------------------------------------------------------
0   0007790454     MORTGAGORS: SINGLEY              RAYMOND
                               SINGLEY              ESTHER
    REGION CODE    ADDRESS   : 8751 NIPAWIN WAY
        01         CITY      :    ORANGEVALE
                   STATE/ZIP : CA  95662
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,415.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,016.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,593,800.00
                               P & I AMT:     11,209.80  UPB AMT:   1,585,460.10
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           66
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007790462     MORTGAGORS: CAMPBELL             ANTHONY
                               CAMPBELL             DEBORAH
    REGION CODE    ADDRESS   : 23 REBECCA LANE
        01         CITY      :    CARMEL
                   STATE/ZIP : NY  10512
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,160.88  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 :                 72.22200
    ----------------------------------------------------------------------------
0   0007790470     MORTGAGORS: KRUEGER              BARBARA

    REGION CODE    ADDRESS   : 11507 BURR OAK LANE
        01         CITY      :    BURR RIDGE
                   STATE/ZIP : IL  60521
    MORTGAGE AMOUNT :   424,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    421,985.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,892.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007790488     MORTGAGORS: CVETAN               DONALD
                               CVETAN               DONNA
    REGION CODE    ADDRESS   : 2741 NORTH 40TH STREET
        01         CITY      :    SHEBOYGAN
                   STATE/ZIP : WI  53081
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    286,239.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,013.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007790496     MORTGAGORS: KRETZMER             ANTHONY
                               KRETZMER             PATRICIA
    REGION CODE    ADDRESS   : 8 BUCKSKIN ROAD
        01         CITY      :    BELL CANYON
                   STATE/ZIP : CA  91307
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    396,014.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,594.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 78.12500
    ----------------------------------------------------------------------------
0   0007790504     MORTGAGORS: MADSEN               THOMAS
                               MADSEN               MARILENE
    REGION CODE    ADDRESS   : 3544 BUTTERS DR
        01         CITY      :    OAKLAND
                   STATE/ZIP : CA  94602
    MORTGAGE AMOUNT :   345,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    343,280.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,354.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,717,200.00
                               P & I AMT:     11,607.10  UPB AMT:   1,706,680.45
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           67
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007790512     MORTGAGORS: MURHAMER             ROBERT
                               DASTI                NILOFAR
    REGION CODE    ADDRESS   : 831 VESPUCCI LANE
        01         CITY      :    FOSTER CITY
                   STATE/ZIP : CA  94404
    MORTGAGE AMOUNT :   295,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    293,359.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,012.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 89.99300
    ----------------------------------------------------------------------------
0   0007790538     MORTGAGORS: INMAN                DAVID
                               INMAN                DEBRA
    REGION CODE    ADDRESS   : 10565 ARBOR PARK PLACE
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92131
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,452.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,763.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 78.98600
    ----------------------------------------------------------------------------
0   0007790546     MORTGAGORS: BILLINGS             ROBERT

    REGION CODE    ADDRESS   : 27 DEREK LANE
        01         CITY      :    WINDSOR
                   STATE/ZIP : CT  06095
    MORTGAGE AMOUNT :   251,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,417.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,760.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------------------
0   0007790553     MORTGAGORS: BRUNJES              CHRISTOPHER
                               BRUNJES              DIANE
    REGION CODE    ADDRESS   : 435 RIVER STREET
        01         CITY      :    NORWELL
                   STATE/ZIP : MA  02061
    MORTGAGE AMOUNT :   464,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    458,736.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,667.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/18
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.58800
    ----------------------------------------------------------------------------
0   0007790561     MORTGAGORS: GLASS                DONALD

    REGION CODE    ADDRESS   : 4070 BOLES CREEK DRIVE
        01         CITY      :    DULUTH
                   STATE/ZIP : GA  30096
    MORTGAGE AMOUNT :   242,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,967.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,698.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 89.99600
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,518,650.00
                               P & I AMT:     10,901.50  UPB AMT:   1,505,933.91
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           68
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007790579     MORTGAGORS: DUPREY               RONALD
                               DUPREY               KATHLEEN
    REGION CODE    ADDRESS   : 4914 DORAL
        01         CITY      :    ANN ARBOR
                   STATE/ZIP : MI  48108
    MORTGAGE AMOUNT :   276,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,377.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,929.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007790587     MORTGAGORS: DAMLE                SUBHASH
                               DAMLE                RAJASHRI
    REGION CODE    ADDRESS   : 9102 ARDENDALE AVENUE
        01         CITY      :    SAN GABRIEL
                   STATE/ZIP : CA  91775
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,409.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,748.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 73.52900
    ----------------------------------------------------------------------------
0   0007790595     MORTGAGORS: MOBURG               MARK
                               MOBURG               LINDA
    REGION CODE    ADDRESS   : 8690 ISLAND DRIVE SOUTH
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98118
    MORTGAGE AMOUNT :   445,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    442,961.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,812.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 69.53100
    ----------------------------------------------------------------------------
0   0007790603     MORTGAGORS: HOOS                 THOMAS
                               SCHAFFER             LAUREN
    REGION CODE    ADDRESS   : 2005-2007 PINEHURST ROAD
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90068
    MORTGAGE AMOUNT :   314,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    312,378.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,222.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.49300
    ----------------------------------------------------------------------------
0   0007790611     MORTGAGORS: MORRIS               JAMES
                               MORRIS               JUDITH
    REGION CODE    ADDRESS   : 16555 WILD BERRY ROAD
        01         CITY      :    MORRISON
                   STATE/ZIP : CO  80465
    MORTGAGE AMOUNT :   318,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    317,153.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,120.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,603,750.00
                               P & I AMT:     10,833.70  UPB AMT:   1,596,281.44
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           69
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007790629     MORTGAGORS: PEARLSTEIN           MARILYN

    REGION CODE    ADDRESS   : 7590 FENWICK PLACE
        01         CITY      :    BOCA RATON
                   STATE/ZIP : FL  33496
    MORTGAGE AMOUNT :   493,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    490,887.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,450.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------------------
0   0007790637     MORTGAGORS: HOFF                 PAUL
                               HOFF                 KATHERINE
    REGION CODE    ADDRESS   : 1141 ROBIN WAY
        01         CITY      :    SUNNYVALE
                   STATE/ZIP : CA  94087
    MORTGAGE AMOUNT :   532,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    529,002.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,411.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007790645     MORTGAGORS: AMOROSO              MICHAEL
                               AMOROSO              MARTHA
    REGION CODE    ADDRESS   : 5851 COUNTRY VIEW DRIVE
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92886
    MORTGAGE AMOUNT :   362,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    360,481.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,533.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007790652     MORTGAGORS: SOUZA                JACK
                               SOUZA                JOANN
    REGION CODE    ADDRESS   : 6487 SPRING MEADOW COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95135
    MORTGAGE AMOUNT :   430,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    425,199.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,969.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 66.15300
    ----------------------------------------------------------------------------
0   0007790660     MORTGAGORS: JOONDEPH             DONALD
                               FAGAN                ANDREA
    REGION CODE    ADDRESS   : 23718 SOUTHEAST 24TH STREET
        01         CITY      :    ISSAQUAH
                   STATE/ZIP : WA  98029
    MORTGAGE AMOUNT :   608,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    605,771.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,303.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   2,426,700.00
                               P & I AMT:     16,669.44  UPB AMT:   2,411,342.89
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           70
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007790678     MORTGAGORS: GARCES JR            ROMEO
                               GARCES               KIRSTEN
    REGION CODE    ADDRESS   : 3723 QUIMBY ROAD
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95148
    MORTGAGE AMOUNT :   315,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    313,248.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,148.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------------------
0   0007790686     MORTGAGORS: JOHNSON              STEVEN

    REGION CODE    ADDRESS   : 13775 RIDGEWOOD
        01         CITY      :    PLYMOUTH
                   STATE/ZIP : MI  48170
    MORTGAGE AMOUNT :   255,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,810.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,804.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
0   0007790694     MORTGAGORS: YATES                VICTOR
                               YATES                LOIS
    REGION CODE    ADDRESS   : 310 1ST STREET
        01         CITY      :    ANNAPOLIS
                   STATE/ZIP : MD  21403
    MORTGAGE AMOUNT :   650,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    647,060.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,544.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 61.90400
    ----------------------------------------------------------------------------
0   0007790702     MORTGAGORS: PFANNERSTILL         CHARLES
                               PFANNERSTILL         PATRICIA
    REGION CODE    ADDRESS   : W131 N 7991 COUNTRY CLUB DR
        01         CITY      :    MENOMONEE FALLS
                   STATE/ZIP : WI  53051
    MORTGAGE AMOUNT :   297,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,348.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,026.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 67.50000
    ----------------------------------------------------------------------------
0   0007790710     MORTGAGORS: OLGUIN               ZOILA

    REGION CODE    ADDRESS   : 18253 SEPTO STREET
        01         CITY      :    NORTHRIDGE AREA
                   STATE/ZIP : CA  91325
    MORTGAGE AMOUNT :   266,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,807.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,975.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,783,100.00
                               P & I AMT:     12,500.49  UPB AMT:   1,774,274.05
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           71
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007790728     MORTGAGORS: BUCKTON              TODD
                               EICHENBERGER         JEAN
    REGION CODE    ADDRESS   : 607 NORTH PARK BOULEVARD
        01         CITY      :    GLEN ELLYN
                   STATE/ZIP : IL  60137
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,888.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,094.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/18
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 63.85500
    ----------------------------------------------------------------------------
0   0007790736     MORTGAGORS: DEISING              DAVID
                               DEISING              KARI
    REGION CODE    ADDRESS   : 462 EMERSON ROAD
        01         CITY      :    NEENAH
                   STATE/ZIP : WI  54956
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,572.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,729.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 74.28500
    ----------------------------------------------------------------------------
0   0007790744     MORTGAGORS: GOUGH                STEVEN
                               GOUGH                KELLY
    REGION CODE    ADDRESS   : 6716 WHITESAIL ST.
        01         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92009
    MORTGAGE AMOUNT :   252,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,300.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,722.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 64.74300
    ----------------------------------------------------------------------------
0   0007790751     MORTGAGORS: MCDONOUGH            WALTER
                               MCDONOUGH            JANET
    REGION CODE    ADDRESS   : 21 POST DRIVE
        01         CITY      :    HANOVER
                   STATE/ZIP : MA  02339
    MORTGAGE AMOUNT :   262,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,289.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,922.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 74.22000
    ----------------------------------------------------------------------------
0   0007790769     MORTGAGORS: HAN                  CHANG

    REGION CODE    ADDRESS   : 41 ARROYO VIEW CIRCLE
        01         CITY      :    BELMONT
                   STATE/ZIP : CA  94002
    MORTGAGE AMOUNT :   385,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    383,558.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,696.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,425,100.00
                               P & I AMT:     10,165.43  UPB AMT:   1,416,609.51
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           72
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007790777     MORTGAGORS: CRUZ                 LEONARD
                               DEL VALLE            SONIA
    REGION CODE    ADDRESS   : 2414 29TH STREET
        01         CITY      :    SANTA MONICA
                   STATE/ZIP : CA  90405
    MORTGAGE AMOUNT :   386,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    384,250.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,698.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.58700
    ----------------------------------------------------------------------------
0   0007790785     MORTGAGORS: BAUGHMAN             RONALD

    REGION CODE    ADDRESS   : 25906 DANA BLUFFS WEST
        01         CITY      :    DANA POINT
                   STATE/ZIP : CA  92624
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,684.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,964.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007790793     MORTGAGORS: NIXON                JOHN
                               NIXON                MARY
    REGION CODE    ADDRESS   : 3223 EAST HARTFORD ROAD
        01         CITY      :    ORANGE
                   STATE/ZIP : CA  92869
    MORTGAGE AMOUNT :   283,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    281,800.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,980.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.55200
    ----------------------------------------------------------------------------
0   0007790801     MORTGAGORS: THOMPSON             STEPHEN

    REGION CODE    ADDRESS   : 1483 SUTTER STREET #1002
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94109
    MORTGAGE AMOUNT :   252,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,497.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,725.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------------------
0   0007790819     MORTGAGORS: STONE                PETER
                               MASON                SUSAN
    REGION CODE    ADDRESS   : 109 SYLVAN ROAD
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94596
    MORTGAGE AMOUNT :   262,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,040.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,790.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,472,700.00
                               P & I AMT:     10,160.44  UPB AMT:   1,464,273.62
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           73
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007790827     MORTGAGORS: LAVAYEN              C
                               LAVAYEN              CATHERINE
    REGION CODE    ADDRESS   : 24002 LEEWARD DRIVE
        01         CITY      :    DANA POINT
                   STATE/ZIP : CA  92629
    MORTGAGE AMOUNT :   450,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    448,014.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,185.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 78.94700
    ----------------------------------------------------------------------------
0   0007790835     MORTGAGORS: BOHLENDER            TIMOTHY
                               BOHLENDER            CINDY
    REGION CODE    ADDRESS   : 663 GRANDVIEW CIRCLE
        01         CITY      :    TABERNASH
                   STATE/ZIP : CO  80478
    MORTGAGE AMOUNT :   256,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,877.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,728.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
0   0007790843     MORTGAGORS: STASSEL              MARTIN
                               STASSEL              KELLI
    REGION CODE    ADDRESS   : 450 CAMBRIDGE CIRCLE
        01         CITY      :    COSTA MESA
                   STATE/ZIP : CA  92627
    MORTGAGE AMOUNT :   263,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,536.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,866.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 67.61500
    ----------------------------------------------------------------------------
0   0007790850     MORTGAGORS: BONO                 MATTHEW
                               BONO                 ROBYN
    REGION CODE    ADDRESS   : 7660 BOEING AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90045
    MORTGAGE AMOUNT :   247,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,845.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,833.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------------------
0   0007790868     MORTGAGORS: SUBIA                RICHARD
                               SUBIA                KATHY
    REGION CODE    ADDRESS   : 2055 EAST CALLE MADERAS
        01         CITY      :    MESA
                   STATE/ZIP : AZ  85213
    MORTGAGE AMOUNT :   268,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,377.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,879.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,486,000.00
                               P & I AMT:     10,493.07  UPB AMT:   1,478,651.45
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           74
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007790876     MORTGAGORS: GO                   ANDREW
                               TON                  LINH
    REGION CODE    ADDRESS   : 505 BAYVIEW PARK DRIVE
        01         CITY      :    MILPITAS
                   STATE/ZIP : CA  95035
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,644.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,789.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 89.82400
    ----------------------------------------------------------------------------
0   0007790884     MORTGAGORS: TIEU                 QUOC
                               DUONG                LINH
    REGION CODE    ADDRESS   : 295 WOODRUFF WAY
        01         CITY      :    MILPITAS
                   STATE/ZIP : CA  95035
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,569.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,887.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
0   0007790892     MORTGAGORS: FU                   EMANUAL
                               FU                   JENNY
    REGION CODE    ADDRESS   : 16302 SPRING WATER COURT
        01         CITY      :    ROCKVILLE
                   STATE/ZIP : MD  20853
    MORTGAGE AMOUNT :   334,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    328,151.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,250.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 78.22000
    ----------------------------------------------------------------------------
0   0007790918     MORTGAGORS: MACDONALD            DOUGLAS
                               MACDONALD            CYNTHIA
    REGION CODE    ADDRESS   : 8019 SUNRISE PLACE
        01         CITY      :    FREDERICK
                   STATE/ZIP : CO  80530
    MORTGAGE AMOUNT :   251,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,836.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,733.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 92.61900
    ----------------------------------------------------------------------------
0   0007790926     MORTGAGORS: PARKE                BRIAN
                               PARKE                SHIRLEY
    REGION CODE    ADDRESS   : LOT 9 HIGHRIDGE ROAD
        01         CITY      :    TOPFIELD
                   STATE/ZIP : MA  01983
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    397,954.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,627.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 71.93900
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,511,000.00
                               P & I AMT:     10,289.40  UPB AMT:   1,499,157.33
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           75
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007790934     MORTGAGORS: STEPHENS             BRUCE
                               STEPHENS             HOLLY
    REGION CODE    ADDRESS   : 1332 RAMBLING ROAD
        01         CITY      :    SIMI VALLEY
                   STATE/ZIP : CA  93065
    MORTGAGE AMOUNT :   303,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    301,595.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,120.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007790942     MORTGAGORS: KOLB                 STEVEN
                               KOLB                 LISA
    REGION CODE    ADDRESS   : 3004 NORTH 80TH STREET
        01         CITY      :    MESA
                   STATE/ZIP : AZ  85207
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,588.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,795.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 67.53200
    ----------------------------------------------------------------------------
0   0007790959     MORTGAGORS: MANNING              JOHN
                               MANNING              SUSAN
    REGION CODE    ADDRESS   : 11321 HENDERSON ROAD
        01         CITY      :    FAIRFAX STATION
                   STATE/ZIP : VA  22039
    MORTGAGE AMOUNT :   499,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    496,569.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,361.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.84000
    ----------------------------------------------------------------------------
0   0007790975     MORTGAGORS: HASSEN               RICHARD
                               LAMONT-HASSEN        MICHELLE
    REGION CODE    ADDRESS   : 2620 7TH STREET
        01         CITY      :    BOULDER
                   STATE/ZIP : CO  80304
    MORTGAGE AMOUNT :   301,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,131.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,031.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007790983     MORTGAGORS: ROBINSON             CHARLES

    REGION CODE    ADDRESS   : 448 LA PALOMA ROAD
        01         CITY      :    EL SOBRANTE
                   STATE/ZIP : CA  94803
    MORTGAGE AMOUNT :   311,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,270.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,121.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 77.75000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,674,800.00
                               P & I AMT:     11,431.15  UPB AMT:   1,666,154.55
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           76
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007790991     MORTGAGORS: ROBISON              W
                               CORPUZ               SOCORRO
    REGION CODE    ADDRESS   : 453 CASTENADA AVENUE
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94116
    MORTGAGE AMOUNT :   392,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    390,090.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,640.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 61.25000
    ----------------------------------------------------------------------------
0   0007791007     MORTGAGORS: GANEFF               PAUL

    REGION CODE    ADDRESS   : 109 CALLE ESTORIA
        01         CITY      :    LOS GATOS
                   STATE/ZIP : CA  95032
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,840.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,726.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 73.52900
    ----------------------------------------------------------------------------
0   0007791023     MORTGAGORS: OSAKI                CHARLES
                               OSAKI                SANDRA
    REGION CODE    ADDRESS   : 6063 TRINIDAD AVENUE
        01         CITY      :    CYPRESS
                   STATE/ZIP : CA  90630
    MORTGAGE AMOUNT :   254,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,050.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,777.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 77.03000
    ----------------------------------------------------------------------------
0   0007791031     MORTGAGORS: BULLINGTON           STEPHEN
                               BULLINGTON           LISA
    REGION CODE    ADDRESS   : 5144 EAST CALLE DEL NORTE
        01         CITY      :    PHOENIX
                   STATE/ZIP : AZ  85018
    MORTGAGE AMOUNT :   376,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    374,621.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,661.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007791056     MORTGAGORS: DOMINGO              RENATO
                               DOMINGO              GRACE
    REGION CODE    ADDRESS   : 11544 SEMINOLE CIRCLE
        01         CITY      :    NORTHRIDGE AREA
                   STATE/ZIP : CA  91326
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    338,462.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,377.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 77.27200
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,612,200.00
                               P & I AMT:     11,183.70  UPB AMT:   1,605,066.30
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           77
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007791064     MORTGAGORS: FRANZEN              DON
                               FRANZEN              DALE
    REGION CODE    ADDRESS   : 21162 ENTRADA ROAD
        01         CITY      :    TOPANGA
                   STATE/ZIP : CA  90290
    MORTGAGE AMOUNT :   571,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    568,352.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,943.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 74.93400
    ----------------------------------------------------------------------------
0   0007791080     MORTGAGORS: CURRAN               MICHAEL
                               CURRAN               SARA
    REGION CODE    ADDRESS   : 95 MANDALAY ROAD
        01         CITY      :    OAKLAND
                   STATE/ZIP : CA  94618
    MORTGAGE AMOUNT :   291,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,650.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,009.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
0   0007791098     MORTGAGORS: TEGELER              WILLIAM

    REGION CODE    ADDRESS   : 17570 BURKEWOOD CIRCLE
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92886
    MORTGAGE AMOUNT :   294,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,526.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,030.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 87.76100
    ----------------------------------------------------------------------------
0   0007791106     MORTGAGORS: CALLINAN             PATRICK
                               CALLINAN             DENISE
    REGION CODE    ADDRESS   : 14585 TYROL ROAD
        01         CITY      :    TRUCKEE
                   STATE/ZIP : CA  95161
    MORTGAGE AMOUNT :   277,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,136.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,965.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.34200
    ----------------------------------------------------------------------------
0   0007791114     MORTGAGORS: CANADY               WILLIAM
                               CANADY               DEBORA
    REGION CODE    ADDRESS   : 1143 SIESTA KEY LANE
        01         CITY      :    STREAMWOOD
                   STATE/ZIP : IL  60120
    MORTGAGE AMOUNT :   272,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,205.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,858.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 93.16200
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,706,200.00
                               P & I AMT:     11,808.68  UPB AMT:   1,697,871.80
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           78
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007791122     MORTGAGORS: POINDEXTER           ROGER
                               JEMMOTT              CAROL
    REGION CODE    ADDRESS   : 37986 KITE LANE
        01         CITY      :    LOVETTSVILLE
                   STATE/ZIP : VA  20180
    MORTGAGE AMOUNT :   469,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    467,428.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,323.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 72.23000
    ----------------------------------------------------------------------------
0   0007791130     MORTGAGORS: LEE                  ROBERT
                               DICKERSON            OPAL
    REGION CODE    ADDRESS   : 4162 HILLDALE ROAD
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92116
    MORTGAGE AMOUNT :   314,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    312,714.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,223.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------------------
0   0007791148     MORTGAGORS: HUFANA               YSMAEL
                               HUFANA               SHIRLEY
    REGION CODE    ADDRESS   : 3111 MAIN AVENUE SOUTH
        01         CITY      :    RENTON
                   STATE/ZIP : WA  98055
    MORTGAGE AMOUNT :   242,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,116.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,636.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 94.99400
    ----------------------------------------------------------------------------
0   0007791155     MORTGAGORS: FASSEL               RICHARD
                               FASSEL               KATHY
    REGION CODE    ADDRESS   : 19 ALTEZZA DRIVE
        01         CITY      :    MISSION VIEJO
                   STATE/ZIP : CA  92692
    MORTGAGE AMOUNT :   277,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,747.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,936.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 62.95400
    ----------------------------------------------------------------------------
0   0007791171     MORTGAGORS: BASSIS               L

    REGION CODE    ADDRESS   : 8960 WONDERLAND AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90046
    MORTGAGE AMOUNT :   317,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    315,689.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,220.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 76.53000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,621,100.00
                               P & I AMT:     11,340.26  UPB AMT:   1,613,695.37
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           79
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007791189     MORTGAGORS: MILLER               LOREN
                               STEISEL              CATHERINE
    REGION CODE    ADDRESS   : 6014-6016 EAST APPIAN WAY
        01         CITY      :    LONG BEACH
                   STATE/ZIP : CA  90803
    MORTGAGE AMOUNT :   343,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    341,907.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,372.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.69800
    ----------------------------------------------------------------------------
0   0007791197     MORTGAGORS: SHAFFER              JAMES
                               SHAFFER              SYDNEY
    REGION CODE    ADDRESS   : 170 GAMBEL LANE
        01         CITY      :    SEDONA
                   STATE/ZIP : AZ  86336
    MORTGAGE AMOUNT :   312,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    310,768.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,128.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007791205     MORTGAGORS: ORMONDE              DERREL
                               ORMONDE              DEBORAH
    REGION CODE    ADDRESS   : 28562 EL SUR
        01         CITY      :    LAGUNA NIGUEL
                   STATE/ZIP : CA  92677
    MORTGAGE AMOUNT :   243,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    241,782.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,719.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 74.76900
    ----------------------------------------------------------------------------
0   0007791213     MORTGAGORS: CARLILL              ROLAND
                               CARLILL              DIANNE
    REGION CODE    ADDRESS   : 11510 227TH AVENUE SOUTHEAST
        01         CITY      :    MONROE
                   STATE/ZIP : WA  98272
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    348,316.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,417.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007791221     MORTGAGORS: HUMBER               ROBERT
                               HUMBER               C.
    REGION CODE    ADDRESS   : 11166 MCGEE RIVER CIRCLE
        01         CITY      :    FOUNTAIN VALLEY
                   STATE/ZIP : CA  92708
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,966.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,922.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.72800
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,523,500.00
                               P & I AMT:     10,561.00  UPB AMT:   1,516,740.90
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           80
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007791239     MORTGAGORS: KASZUBSKI            MARK
                               KASZUBSKI            MAUREEN
    REGION CODE    ADDRESS   : 49 RIDGE FIELD ROAD
        01         CITY      :    WARWICK
                   STATE/ZIP : NY  10990
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,460.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,103.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 77.83400
    ----------------------------------------------------------------------------
0   0007791254     MORTGAGORS: LABSON               CHARLTON

    REGION CODE    ADDRESS   : 2062 SAN RAMON AVENUE
        01         CITY      :    MOUNTAINVIEW
                   STATE/ZIP : CA  94043
    MORTGAGE AMOUNT :   335,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    334,230.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,313.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 74.44400
    ----------------------------------------------------------------------------
0   0007791262     MORTGAGORS: SANDOVAL             GARY
                               SANDOVAL             SUE
    REGION CODE    ADDRESS   : 21871 HERENCIA
        01         CITY      :    MISSION VIEJO
                   STATE/ZIP : CA  92692
    MORTGAGE AMOUNT :   286,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,335.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,028.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 78.52000
    ----------------------------------------------------------------------------
0   0007791270     MORTGAGORS: PFEIFER              SHARON
                               LEMARIE              FRANCK
    REGION CODE    ADDRESS   : 15452 HIGHWAY 82
        01         CITY      :    CARBONDALE
                   STATE/ZIP : CO  81623
    MORTGAGE AMOUNT :   310,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,333.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,171.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 87.46400
    ----------------------------------------------------------------------------
0   0007791288     MORTGAGORS: SHARMA               RAJ
                               SHARMA               REVA
    REGION CODE    ADDRESS   : 10 NORWOOD COURT
        01         CITY      :    MORRISTOWN
                   STATE/ZIP : NJ  07960
    MORTGAGE AMOUNT :   308,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    306,813.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,127.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 62.85700
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,520,100.00
                               P & I AMT:     10,744.19  UPB AMT:   1,515,173.71
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           81
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007791296     MORTGAGORS: LYBERIS              CHRIS
                               LYBERIS              NGA
    REGION CODE    ADDRESS   : 970 ROSE COURT
        01         CITY      :    SANTA CLARA
                   STATE/ZIP : CA  95051
    MORTGAGE AMOUNT :   247,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,407.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,751.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 74.54800
    ----------------------------------------------------------------------------
0   0007791304     MORTGAGORS: ABAJIAN              JOHN
                               ABAJIAN              SHEILA
    REGION CODE    ADDRESS   : 5433 ELLENVALE AVENUE
        01         CITY      :    WOODLAND HILLS AREA
                   STATE/ZIP : CA  91367
    MORTGAGE AMOUNT :   332,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    330,276.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,293.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007791312     MORTGAGORS: ALLEGA               PHILIP
                               ALLEGA               DONNA
    REGION CODE    ADDRESS   : 8 PUERTO NUEVO
        01         CITY      :    FOOTHILL RANCH
                   STATE/ZIP : CA  92610
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,808.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,911.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 77.14200
    ----------------------------------------------------------------------------
0   0007791320     MORTGAGORS: EMMA                 BRIAN
                               EMMA                 WHITNY
    REGION CODE    ADDRESS   : 888 DEL AVION LANE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95138
    MORTGAGE AMOUNT :   240,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,598.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,602.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 94.99000
    ----------------------------------------------------------------------------
0   0007791338     MORTGAGORS: CHINELLO             ROBERT
                               CHINELLO             JUDITH
    REGION CODE    ADDRESS   : 9210 SHOSHONE AVENUE
        01         CITY      :    NORTHRIDGE
                   STATE/ZIP : CA  91325
    MORTGAGE AMOUNT :   248,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,688.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,759.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 76.49200
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,338,900.00
                               P & I AMT:      9,317.50  UPB AMT:   1,332,780.43
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           82
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007791346     MORTGAGORS: SWANWICK             SIMON
                               SWANWICK             JOCELYN
    REGION CODE    ADDRESS   : 17 CLIVE LANE
        01         CITY      :    BERNARDS
                   STATE/ZIP : NJ  07920
    MORTGAGE AMOUNT :   650,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    647,617.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,600.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 65.66300
    ----------------------------------------------------------------------------
0   0007791353     MORTGAGORS: HOMEWOOD             PAUL
                               HOMEWOOD             SALLY
    REGION CODE    ADDRESS   : 3356 TEMPE DRIVE
        01         CITY      :    HUNTINTON BEACH
                   STATE/ZIP : CA  92649
    MORTGAGE AMOUNT :   304,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    302,461.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,151.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007791361     MORTGAGORS: BOWER                KEVIN
                               BOWER                RENEE
    REGION CODE    ADDRESS   : 6 SUNRISE POINT COURT
        01         CITY      :    LAKE WYLIE
                   STATE/ZIP : SC  29710
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    318,363.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,102.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 51.61200
    ----------------------------------------------------------------------------
0   0007791379     MORTGAGORS: SALINAS              ROBERT
                               SALINAS              DANIELE
    REGION CODE    ADDRESS   : 4035 WICKERSHAM LANE
        01         CITY      :    HOUSTON
                   STATE/ZIP : TX  77027
    MORTGAGE AMOUNT :   255,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,855.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,979.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/18
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 77.36300
    ----------------------------------------------------------------------------
0   0007791387     MORTGAGORS: PROTENIC             MARC

    REGION CODE    ADDRESS   : 22 CENTENNIAL WAY
        01         CITY      :    SAN RAMON
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   378,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    376,544.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,610.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,907,300.00
                               P & I AMT:     13,444.62  UPB AMT:   1,889,842.00
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           83
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007791403     MORTGAGORS: THROOP               MELVIN
                               THROOP               SHIRLEY
    REGION CODE    ADDRESS   : 2762 EAST MIGRATORY DRIVE
        01         CITY      :    BOISE
                   STATE/ZIP : ID  83706
    MORTGAGE AMOUNT :   245,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,903.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,698.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 87.80300
    ----------------------------------------------------------------------------
0   0007791411     MORTGAGORS: NGUYEN               TOAN
                               NGUYEN               HAN
    REGION CODE    ADDRESS   : 1141 SUMMERDALE DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95132
    MORTGAGE AMOUNT :   285,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,370.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,046.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007791429     MORTGAGORS: WARNER               CHRISTI

    REGION CODE    ADDRESS   : 5801 NORTH 44TH PLACE
        01         CITY      :    PHOENIX
                   STATE/ZIP : AZ  85018
    MORTGAGE AMOUNT :   277,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,320.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,822.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
0   0007791437     MORTGAGORS: FONSECA              FERNANDO
                               FONSECA              CONSUELO
    REGION CODE    ADDRESS   : 1091 -1097 BISMARCK DRIVE
        01         CITY      :    CAMPBELL
                   STATE/ZIP : CA  95008
    MORTGAGE AMOUNT :   314,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    312,977.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,250.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------------------
0   0007791460     MORTGAGORS: WALUS                MARK
                               WALUS                KIMBERLY
    REGION CODE    ADDRESS   : 10375 NORTH HIDDEN OAK DRIVE
        01         CITY      :    HIGHLAND
                   STATE/ZIP : UT  84003
    MORTGAGE AMOUNT :   380,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    378,572.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,657.02  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:   1,503,050.00
                               P & I AMT:     10,474.34  UPB AMT:   1,497,144.17
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           84
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007791478     MORTGAGORS: GREGORY              WILLIAM
                               GREGORY              SUSAN
    REGION CODE    ADDRESS   : 92 BROMFIELD STREET
        01         CITY      :    NEWBURYPORT
                   STATE/ZIP : MA  01950
    MORTGAGE AMOUNT :   307,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    306,677.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,945.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------------------
0   0007791486     MORTGAGORS: RIVANI               HENGAMEH

    REGION CODE    ADDRESS   : 1659 CALLE ROCHELLE
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91360
    MORTGAGE AMOUNT :   326,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    325,133.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,337.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.99900
    ----------------------------------------------------------------------------
0   0007791494     MORTGAGORS: BOHN                 ARLIN
                               BOHN                 JUNE
    REGION CODE    ADDRESS   : 44 TESSERA AVENUE
        01         CITY      :    FOOTHILL RANCH
                   STATE/ZIP : CA  92610
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    298,872.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,097.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.07407
    ----------------------------------------------------------------------------
0   0007791502     MORTGAGORS: RENAUD               JOHN
                               RENAUD               MARY
    REGION CODE    ADDRESS   : 32721 BALLENA
        01         CITY      :    DANA POINT
                   STATE/ZIP : CA  92629
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    338,722.48  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 :                 75.55500
    ----------------------------------------------------------------------------
0   0007791510     MORTGAGORS: WINET                RICHARD
                               WINET                SHARON
    REGION CODE    ADDRESS   : 9910 GRAND VIEW DRIVE
        01         CITY      :    LA MESA
                   STATE/ZIP : CA  91941
    MORTGAGE AMOUNT :   386,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    384,834.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,733.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,660,350.00
                               P & I AMT:     11,491.98  UPB AMT:   1,654,241.02
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           85
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007791528     MORTGAGORS: KRAEMER              PAUL
                               KRAEMER              CYNTHIA
    REGION CODE    ADDRESS   : 26 TWIN POND LANE
        01         CITY      :    SUDBURY
                   STATE/ZIP : MA  01776
    MORTGAGE AMOUNT :   475,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    472,203.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,471.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/23
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 65.97222
    ----------------------------------------------------------------------------
0   0007791536     MORTGAGORS: ONDRUSEK             JAROSLAV

    REGION CODE    ADDRESS   : 2598 N.W. 27TH STREET
        01         CITY      :    BOCA RATON
                   STATE/ZIP : FL  33434
    MORTGAGE AMOUNT :   254,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,965.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,804.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 94.98788
    ----------------------------------------------------------------------------
0   0007791544     MORTGAGORS: YERKES               JEFFREY
                               YERKES               CATHERINE
    REGION CODE    ADDRESS   : 17411 BRISTLECONE LANE
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92886
    MORTGAGE AMOUNT :   254,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,766.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,802.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 76.02900
    ----------------------------------------------------------------------------
0   0007791569     MORTGAGORS: WALLACE              JOHN
                               WALLACE              LORI
    REGION CODE    ADDRESS   : 1073 W HOLLY DRIVE
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94598
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,960.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,864.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 72.97297
    ----------------------------------------------------------------------------
0   0007791577     MORTGAGORS: SAUL                 DONALD
                               SAUL                 MARCIA
    REGION CODE    ADDRESS   : 4454 HARBOR PLACE DRIVE
        01         CITY      :    ST. PAUL
                   STATE/ZIP : MN  55126
    MORTGAGE AMOUNT :   295,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,270.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,013.79  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:   1,549,800.00
                               P & I AMT:     10,957.21  UPB AMT:   1,543,166.56
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           86
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007791585     MORTGAGORS: SCHWAB               HOWARD
                               SCHWAB               MICHAEL
    REGION CODE    ADDRESS   : 70-E PINTO DRIVE
        01         CITY      :    EDWARDS
                   STATE/ZIP : CO  81623
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,518.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,021.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 61.22400
    ----------------------------------------------------------------------------
0   0007791593     MORTGAGORS: BUCUR                DANIEL
                               BUCUR                DIANA
    REGION CODE    ADDRESS   : 5515 FEATHER GRASS LANE
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92887
    MORTGAGE AMOUNT :   317,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    316,077.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,191.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 74.65800
    ----------------------------------------------------------------------------
0   0007791601     MORTGAGORS: CAVIT                DENNIS
                               CAVIT                ERIN
    REGION CODE    ADDRESS   : 1605 RED MOUNTAIN DRIVE
        01         CITY      :    LAKE CITY
                   STATE/ZIP : CO  81235
    MORTGAGE AMOUNT :   314,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    313,227.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,118.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.62000
    ----------------------------------------------------------------------------
0   0007791619     MORTGAGORS: MEDINA               THERESA

    REGION CODE    ADDRESS   : 5018 NEW TRIER AVENUE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95136
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,007.72  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 :                 73.98200
    ----------------------------------------------------------------------------
0   0007791627     MORTGAGORS: MEEK                 DERON
                               ADAMS MEEK           KRISTINA
    REGION CODE    ADDRESS   : 7350 WOODROW DRIVE
        01         CITY      :    OAKLAND
                   STATE/ZIP : CA  94611
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,742.29  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
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,527,800.00
                               P & I AMT:     10,271.93  UPB AMT:   1,522,574.15
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           87
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007791635     MORTGAGORS: ROSS                 STEVEN

    REGION CODE    ADDRESS   : 477 CENTER STREET
        01         CITY      :    LAGUNA BEACH
                   STATE/ZIP : CA  92651
    MORTGAGE AMOUNT :   402,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    401,248.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,782.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 72.57600
    ----------------------------------------------------------------------------
0   0007791643     MORTGAGORS: BOYER                ROBERT
                               BOYER                PAULA
    REGION CODE    ADDRESS   : 7 TURTLE BAY DRIVE
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92660
    MORTGAGE AMOUNT :   626,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    624,320.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,011.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------------------
0   0007791650     MORTGAGORS: LOPEZ                JOSE
                               LOPEZ                ANNE
    REGION CODE    ADDRESS   : 206 COLT COURT
        01         CITY      :    LAFAYETTE
                   STATE/ZIP : CA  94549
    MORTGAGE AMOUNT :   450,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    448,398.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,881.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 62.06800
    ----------------------------------------------------------------------------
0   0007791668     MORTGAGORS: MORRIS               KARLTON
                               MORRIS               CAROLYN
    REGION CODE    ADDRESS   : 845 PAT LANE
        01         CITY      :    ARNOLD
                   STATE/ZIP : MD  21012
    MORTGAGE AMOUNT :   321,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,832.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,190.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------------------
0   0007791676     MORTGAGORS: MATHEIS              CHARLES
                               MATHEIS              JACQUELYN
    REGION CODE    ADDRESS   : 9082 BELCARO DRIVE
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92646
    MORTGAGE AMOUNT :   433,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    431,332.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,990.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.44900
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   2,233,450.00
                               P & I AMT:     14,856.40  UPB AMT:   2,225,132.29
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           88
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007791684     MORTGAGORS: GLANKLER III         FRANK
                               GLANKLER             ANGEL
    REGION CODE    ADDRESS   : 13535 EAST CHARTER OAK DRIVE
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85259
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    318,640.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,102.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 74.41800
    ----------------------------------------------------------------------------
0   0007791692     MORTGAGORS: KEPRTA               DANIEL
                               KEPRTA               DONNA
    REGION CODE    ADDRESS   : 20081 MIDLAND LANE
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92646
    MORTGAGE AMOUNT :   268,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,491.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,877.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 76.49570
    ----------------------------------------------------------------------------
0   0007791700     MORTGAGORS: HEDDEN               ROBERT
                               HEDDEN               LORRETTA
    REGION CODE    ADDRESS   : 12485 WOODHALL WAY
        01         CITY      :    TUSTIN
                   STATE/ZIP : CA  92782
    MORTGAGE AMOUNT :   279,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,449.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,954.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 69.01200
    ----------------------------------------------------------------------------
0   0007791718     MORTGAGORS: BECKHAM              GEORGE
                               BECKHAM              SHANNON
    REGION CODE    ADDRESS   : 694 CAIN RD.
        01         CITY      :    MT. PLEASANT
                   STATE/ZIP : SC  29464
    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     :   11/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007791726     MORTGAGORS: EATON                WENDELL
                               EATON                STACY
    REGION CODE    ADDRESS   : 1807 AMBER LANE
        01         CITY      :    BURBANK
                   STATE/ZIP : CA  91504
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,020.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,691.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 84.93100
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,416,000.00
                               P & I AMT:      9,646.82  UPB AMT:   1,410,633.96
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           89
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007791734     MORTGAGORS: LUNT                 JOSEPH

    REGION CODE    ADDRESS   : 345 ST. ANDREWS DRIVE
        01         CITY      :    ST. ALBANS
                   STATE/ZIP : MO  63073
    MORTGAGE AMOUNT :   650,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    647,742.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,215.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 59.99000
    ----------------------------------------------------------------------------
0   0007791759     MORTGAGORS: DEBACKER             STEVEN
                               DEBACKER             MARY
    REGION CODE    ADDRESS   : 121 RAMONA AVENUE
        01         CITY      :    PIEDMONT
                   STATE/ZIP : CA  94611
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,044.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,783.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 78.57100
    ----------------------------------------------------------------------------
0   0007791767     MORTGAGORS: KAPOOR               RAVINDER
                               KAPOOR               KANTA
    REGION CODE    ADDRESS   : 10813 HILLBROOKE LANE
        01         CITY      :    POTOMAC
                   STATE/ZIP : MD  20854
    MORTGAGE AMOUNT :   266,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,809.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,795.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 66.62500
    ----------------------------------------------------------------------------
0   0007791775     MORTGAGORS: HAMILTON             THOMAS
                               KIRK                 KAREN
    REGION CODE    ADDRESS   : 81 ALLEN AVENUE
        01         CITY      :    WABAN
                   STATE/ZIP : MA  02468
    MORTGAGE AMOUNT :   305,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    304,485.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,931.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007791783     MORTGAGORS: DILLARD              KEVIN
                               DILLARD              HILARY
    REGION CODE    ADDRESS   : 5832 MAXSON DRIVE
        01         CITY      :    CYPRESS
                   STATE/ZIP : CA  90630
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,138.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,608.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,745,100.00
                               P & I AMT:     11,335.12  UPB AMT:   1,739,221.20
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           90
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007791791     MORTGAGORS: PARTRIDGE            TIMOTHY
                               PARTRIDGE            SUSAN
    REGION CODE    ADDRESS   : 552 EAST 13710 SOUTH
        01         CITY      :    DRAPER
                   STATE/ZIP : UT  84020
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,084.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,773.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
0   0007791809     MORTGAGORS: SOBERMAN             STUART
                               SOBERMAN             LORI
    REGION CODE    ADDRESS   : 10804 GAINSBOROUGH ROAD
        01         CITY      :    POTOMAC
                   STATE/ZIP : MD  20854
    MORTGAGE AMOUNT :   303,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    302,692.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,920.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007791817     MORTGAGORS: FLIEHS               JEFFREY
                               FLIEHS               SHONDA
    REGION CODE    ADDRESS   : 4970 SYCAMORE DRIVE
        01         CITY      :    EAGAN
                   STATE/ZIP : MN  55123
    MORTGAGE AMOUNT :   317,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    316,227.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,083.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 94.99800
    ----------------------------------------------------------------------------
0   0007791825     MORTGAGORS: JENNINGS             STEVEN
                               JENNINGS             CHERYL
    REGION CODE    ADDRESS   : 5711 LORIPAT DRIVE
        01         CITY      :    BROADVIEW HEIGHTS
                   STATE/ZIP : OH  43147
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,988.43  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 :                 69.01300
    ----------------------------------------------------------------------------
0   0007791833     MORTGAGORS: WINTER               HARRIET
                               LANE                 JOAN
    REGION CODE    ADDRESS   : 202 CHESTNUT AVENUE #2R
        01         CITY      :    JAMAICA PLAIN
                   STATE/ZIP : MA  02130
    MORTGAGE AMOUNT :   263,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,399.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,885.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,404,150.00
                               P & I AMT:      9,347.26  UPB AMT:   1,399,393.51
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           91
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007791841     MORTGAGORS: NEIL                 DOUGLAS
                               NEIL                 JOANN
    REGION CODE    ADDRESS   : 11270 ACAMA STREET
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  91602
    MORTGAGE AMOUNT :   348,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    347,567.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,291.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------------------
0   0007791858     MORTGAGORS: CALDER               DALE
                               CALDER               JUDITH
    REGION CODE    ADDRESS   : 179 YORK ROAD
        01         CITY      :    MANSFIELD
                   STATE/ZIP : MA  02048
    MORTGAGE AMOUNT :   357,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    356,437.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,407.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------------------
0   0007791874     MORTGAGORS: MORRISON             STEWART
                               MORRISON             SANDRA
    REGION CODE    ADDRESS   : 5 WALKER LANE
        01         CITY      :    BOXFORD
                   STATE/ZIP : MA  01921
    MORTGAGE AMOUNT :   644,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    642,816.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,290.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 75.38800
    ----------------------------------------------------------------------------
0   0007791882     MORTGAGORS: LOPITZ               PETER
                               BUSWELL              JANICE
    REGION CODE    ADDRESS   : 3045 8TH STREET
        01         CITY      :    BOULDER
                   STATE/ZIP : CO  80304
    MORTGAGE AMOUNT :   254,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,356.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,668.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007791890     MORTGAGORS: YAMADA               LINDA

    REGION CODE    ADDRESS   : 514 NORTH JUANITA AVENUE #A
        01         CITY      :    REDONDO BEACH
                   STATE/ZIP : CA  90277
    MORTGAGE AMOUNT :   322,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    321,226.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,200.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 77.71000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,927,500.00
                               P & I AMT:     12,857.73  UPB AMT:   1,921,405.36
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           92
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007791908     MORTGAGORS: BALISTRERI           BRIAN
                               BALISTRERI           KELLY
    REGION CODE    ADDRESS   : 36933 MONTECITO DRIVE
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94536
    MORTGAGE AMOUNT :   358,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    357,292.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,266.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 67.02800
    ----------------------------------------------------------------------------
0   0007791916     MORTGAGORS: KLIS                 STEPHEN

    REGION CODE    ADDRESS   : 798 ELIZABETH STREET
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94114
    MORTGAGE AMOUNT :   287,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    286,066.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,959.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007791924     MORTGAGORS: VOLLMER              STEVEN
                               VOLLMER              JULIE
    REGION CODE    ADDRESS   : 513 MARSHALL ROAD
        01         CITY      :    VIENNA
                   STATE/ZIP : VA  22180
    MORTGAGE AMOUNT :   343,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    342,308.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,225.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007791932     MORTGAGORS: BELL                 STEVEN
                               WALKER-BELL          WENDY
    REGION CODE    ADDRESS   : 3021 WEST MERCER WAY
        01         CITY      :    MERCER ISLAND
                   STATE/ZIP : WA  98040
    MORTGAGE AMOUNT :   545,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    530,994.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,448.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 74.73900
    ----------------------------------------------------------------------------
0   0007791940     MORTGAGORS: STERLING             GEORGE
                               STERLING             BELINDA
    REGION CODE    ADDRESS   : 3667 OAKES DRIVE
        01         CITY      :    HAYWARD
                   STATE/ZIP : CA  94542
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,134.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,875.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.32400
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,809,600.00
                               P & I AMT:     11,776.35  UPB AMT:   1,790,795.80
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           93
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007791957     MORTGAGORS: LAKHANI              MURTUZA

    REGION CODE    ADDRESS   : 2010 NICKLAUS CIRCLE
        01         CITY      :    ROSEVILLE
                   STATE/ZIP : CA  95678
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,868.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,686.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007791973     MORTGAGORS: KOSHT                AARON
                               KOSHT                KAREN
    REGION CODE    ADDRESS   : 1158 CHESTNUT LANE
        01         CITY      :    SOUTH LYON
                   STATE/ZIP : MI  48178
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,212.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,705.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 94.98400
    ----------------------------------------------------------------------------
0   0007791981     MORTGAGORS: FOX                  JAMES
                               FOX                  PATSY
    REGION CODE    ADDRESS   : 1415 HACIENDA BOULEVARD
        01         CITY      :    LA HABRA HEIGHTS
                   STATE/ZIP : CA  90631
    MORTGAGE AMOUNT :   328,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,325.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,353.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------------------
0   0007791999     MORTGAGORS: LONGO                JOSEPH
                               LONGO                LINDA
    REGION CODE    ADDRESS   : 1000 NORTH SHORE DRIVE
        01         CITY      :    WALLOON LAKE
                   STATE/ZIP : MI  49796
    MORTGAGE AMOUNT :   331,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    330,376.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,177.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 42.77400
    ----------------------------------------------------------------------------
0   0007792005     MORTGAGORS: YOUNG                TIMOTHY
                               YOUNG                NANCY
    REGION CODE    ADDRESS   : 23355 MYSTIC
        01         CITY      :    NOVI
                   STATE/ZIP : MI  48375
    MORTGAGE AMOUNT :   269,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,152.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,835.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 73.29700
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,439,000.00
                               P & I AMT:      9,758.00  UPB AMT:   1,433,935.83
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           94
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007792013     MORTGAGORS: FERRONE              ELLEN

    REGION CODE    ADDRESS   : 316 GLENCREST DRIVE
        01         CITY      :    SOLANA BEACH
                   STATE/ZIP : CA  92075
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,069.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,686.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 65.00000
    ----------------------------------------------------------------------------
0   0007792021     MORTGAGORS: CHAWDRY              REHAN

    REGION CODE    ADDRESS   : 20991 SHERMAN DR
        01         CITY      :    CASTRO VALLEY
                   STATE/ZIP : CA  94552
    MORTGAGE AMOUNT :   257,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,059.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,775.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.99464
    ----------------------------------------------------------------------------
0   0007792039     MORTGAGORS: RUSSELL              CHARLES
                               RUSSELL              LAURA
    REGION CODE    ADDRESS   : 1441 LARKSPUR COURT SOUTH
        01         CITY      :    LAFAYETTE
                   STATE/ZIP : CO  80026
    MORTGAGE AMOUNT :   272,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,553.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,767.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 89.93399
    ----------------------------------------------------------------------------
0   0007792047     MORTGAGORS: HENRICI              ELIZABETH
                               HENRICI              PETER
    REGION CODE    ADDRESS   : 59 ROWAN ROAD
        01         CITY      :    CHATHAM
                   STATE/ZIP : NJ  07928
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    348,724.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,212.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 74.94600
    ----------------------------------------------------------------------------
0   0007792054     MORTGAGORS: CHAU                 MARGARET
                               LEUNG                FREEMAN
    REGION CODE    ADDRESS   : 8705 BANNER RIDGE DRIVE EAST
        01         CITY      :    ANAHEIM
                   STATE/ZIP : CA  92808
    MORTGAGE AMOUNT :   266,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,168.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,749.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 75.01400
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,405,850.00
                               P & I AMT:      9,190.81  UPB AMT:   1,400,575.54
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           95
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007792062     MORTGAGORS: CART                 ROBERT
                               UHLER-CART           COURTNEY
    REGION CODE    ADDRESS   : 2960 LINDEN AVENUE
        01         CITY      :    BERKLEY
                   STATE/ZIP : CA  94705
    MORTGAGE AMOUNT :   504,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    502,162.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,185.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007792070     MORTGAGORS: ARAGON               S.
                               ARAGON               TERILYNN
    REGION CODE    ADDRESS   : 3211 BRUNELL DRIVE
        01         CITY      :    OAKLAND
                   STATE/ZIP : CA  94602
    MORTGAGE AMOUNT :   344,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    343,631.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,265.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007792088     MORTGAGORS: WALKER               JOHN
                               WALKER               JOHANNA
    REGION CODE    ADDRESS   : 4011 W. LAKESHORE DRIVE
        01         CITY      :    SAN RAMON
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   312,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    310,768.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,128.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007792096     MORTGAGORS: NYSTUL               RODERICK
                               FRANCIS              KAREN
    REGION CODE    ADDRESS   : 10890 TANTLINGER DRIVE
        01         CITY      :    TUSTIN
                   STATE/ZIP : CA  92782
    MORTGAGE AMOUNT :   321,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,981.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,191.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99600
    ----------------------------------------------------------------------------
0   0007792104     MORTGAGORS: HWANG                WEI-CHUN
                               YANG                 CHI-HSUAN
    REGION CODE    ADDRESS   : 20978 SHERMAN DRIVE
        01         CITY      :    CASTRO VALLEY
                   STATE/ZIP : CA  94552
    MORTGAGE AMOUNT :   272,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,270.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,812.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.98500
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,754,450.00
                               P & I AMT:     11,582.87  UPB AMT:   1,747,814.47
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           96
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007792112     MORTGAGORS: PETERSON             MARGO

    REGION CODE    ADDRESS   : 1815 LYON STREET
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94115
    MORTGAGE AMOUNT :   395,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    393,032.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,529.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 56.50900
    ----------------------------------------------------------------------------
0   0007792120     MORTGAGORS: MARCOS               MARK
                               MARCOS               SHANNON
    REGION CODE    ADDRESS   : 2187 CAMINO DEL VECINO
        01         CITY      :    ALPINE
                   STATE/ZIP : CA  91901
    MORTGAGE AMOUNT :   376,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    374,402.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,470.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007792138     MORTGAGORS: IRVIN                SCOTT
                               ENGLAND              DEBBIE
    REGION CODE    ADDRESS   : 24173 MENTRY DRIVE
        01         CITY      :    NEWHALL AREA
                   STATE/ZIP : CA  91321
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,101.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,740.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 64.63400
    ----------------------------------------------------------------------------
0   0007792146     MORTGAGORS: SCHMITT              DAVID
                               SCHMITT              JULIE
    REGION CODE    ADDRESS   : 3149 HOOP PINE PLACE
        01         CITY      :    SIMI VALLEY
                   STATE/ZIP : CA  93063
    MORTGAGE AMOUNT :   284,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,822.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,889.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007792153     MORTGAGORS: SALZMAN              RONALD
                               HAUBNER-SALZMAN      LAURA
    REGION CODE    ADDRESS   : 1406 SOUTH ALBANY ROAD
        01         CITY      :    TAMPA
                   STATE/ZIP : FL  33606
    MORTGAGE AMOUNT :   266,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,897.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,769.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,586,000.00
                               P & I AMT:     10,399.30  UPB AMT:   1,579,255.60
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           97
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007792161     MORTGAGORS: SIMONE               ALBERTINA

    REGION CODE    ADDRESS   : 1110 PARKPLACE CT.
        01         CITY      :    BLOOMFIELD HILLS
                   STATE/ZIP : MI  48302
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    397,940.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,366.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      5.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      5.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007792179     MORTGAGORS: SIVILA               ULPIANO
                               SIVILA               MARILYN
    REGION CODE    ADDRESS   : 3423 TIMBERLAKE AVENUE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95148
    MORTGAGE AMOUNT :   258,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    257,006.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,781.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 89.89500
    ----------------------------------------------------------------------------
0   0007792187     MORTGAGORS: HALL                 ROBERT
                               HALL                 NADINE
    REGION CODE    ADDRESS   : 22435 ROSEBRIAR
        01         CITY      :    MISSION VIEJO
                   STATE/ZIP : CA  92692
    MORTGAGE AMOUNT :   478,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    476,339.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,100.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 78.36000
    ----------------------------------------------------------------------------
0   0007792195     MORTGAGORS: SAGAYADAN            GRACE
                               SOUHLAL              BACHIR
    REGION CODE    ADDRESS   : 16409 EQUESTRIAN LANE
        01         CITY      :    DERWOOD
                   STATE/ZIP : MD  20855
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    348,100.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,358.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------------------
0   0007792203     MORTGAGORS: EDELSON              LOUIS
                               MOREE-EDELSON        ELAINE
    REGION CODE    ADDRESS   : 3684 BOYER CIRCLE
        01         CITY      :    LAYFAYETTE
                   STATE/ZIP : CA  94549
    MORTGAGE AMOUNT :   390,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    388,678.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,562.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 65.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,876,000.00
                               P & I AMT:     12,168.44  UPB AMT:   1,868,066.01
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           98
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007792211     MORTGAGORS: KALIK                ROBERT
                               KALIK                MARGIE
    REGION CODE    ADDRESS   : 9118 MCDONALD DRIVE
        01         CITY      :    BETHESDA
                   STATE/ZIP : MD  20817
    MORTGAGE AMOUNT :   418,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    416,583.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,745.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 74.64200
    ----------------------------------------------------------------------------
0   0007792229     MORTGAGORS: BOOTH                JAMES
                               BOOTH                KATHERINE
    REGION CODE    ADDRESS   : 20282 BANCROFT CIRCLE
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92646
    MORTGAGE AMOUNT :   267,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,942.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,821.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 68.63753
    ----------------------------------------------------------------------------
0   0007792237     MORTGAGORS: MADY                 JAMES
                               MADY                 VALERIE
    REGION CODE    ADDRESS   : 2510 AVENITA OCOTILLO
        01         CITY      :    ALPINE
                   STATE/ZIP : CA  91901
    MORTGAGE AMOUNT :   289,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    288,224.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,976.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------------------
0   0007792245     MORTGAGORS: SCHREINER            STEPHEN
                               CORSON               SALLY
    REGION CODE    ADDRESS   : 1442 MUIRLANDS DRIVE
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92037
    MORTGAGE AMOUNT :   650,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    647,742.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,215.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 54.16600
    ----------------------------------------------------------------------------
0   0007792252     MORTGAGORS: WOOD                 BENJAMIN
                               WOOD                 JACQUELINE
    REGION CODE    ADDRESS   : 26991 SANDALIA
        01         CITY      :    MISSION VIEJO
                   STATE/ZIP : CA  92691
    MORTGAGE AMOUNT :   283,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,092.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,812.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 78.63800
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,907,850.00
                               P & I AMT:     12,572.60  UPB AMT:   1,900,585.99
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:           99
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007792260     MORTGAGORS: O'CONNELL            CHRISTOPHER
                               O'CONNELL            SANDRA
    REGION CODE    ADDRESS   : 3266 CHERRY PLUM WAY
        01         CITY      :    CASTLE ROCK
                   STATE/ZIP : CO  80104
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,971.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,919.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 74.00000
    ----------------------------------------------------------------------------
0   0007792278     MORTGAGORS: AISHTON              RICHARD
                               AISHTON              KATHY
    REGION CODE    ADDRESS   : 10180 FUERTE DRIVE
        01         CITY      :    LA MESA
                   STATE/ZIP : CA  91941
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,050.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,839.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------------------
0   0007792286     MORTGAGORS: COHEN                GIDON
                               COHEN                HILARY
    REGION CODE    ADDRESS   : 290 MARSHMAN STREET
        01         CITY      :    HIGHLAND PARK
                   STATE/ZIP : IL  60035
    MORTGAGE AMOUNT :   525,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    523,176.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,405.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 40.38400
    ----------------------------------------------------------------------------
0   0007792294     MORTGAGORS: DAISY                CHARLES
                               DAISY                DONNA
    REGION CODE    ADDRESS   : 262 EDGEMERE WAY EAST
        01         CITY      :    NAPLES
                   STATE/ZIP : FL  34105
    MORTGAGE AMOUNT :   310,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    307,547.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,091.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.58900
    ----------------------------------------------------------------------------
0   0007792302     MORTGAGORS: OAKLEY               BRETT

    REGION CODE    ADDRESS   : 7747 MEYERS RD.
        01         CITY      :    MIDDLETOWN
                   STATE/ZIP : OH  45042
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    336,030.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,610.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   12/01/18
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 77.27200
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,751,400.00
                               P & I AMT:     11,866.19  UPB AMT:   1,740,777.07
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:          100
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007792310     MORTGAGORS: SUTTON               WILLIAM
                               SUTTON               MARIE-PIERRE
    REGION CODE    ADDRESS   : 156 ROSEMONT COURT
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94596
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    298,906.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,896.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 66.66600
    ----------------------------------------------------------------------------
0   0007792328     MORTGAGORS: FOX                  WENDELL
                               FOX                  CYNTHIA
    REGION CODE    ADDRESS   : 8925 ROTHERHAM AVENUE
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92129
    MORTGAGE AMOUNT :   280,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,739.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,842.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 89.88700
    ----------------------------------------------------------------------------
0   0007792336     MORTGAGORS: SCHNEIDER            AARON
                               KALOTKIN-SCHNEIDER   MARTHA
    REGION CODE    ADDRESS   : 87 RIDGE DRIVE
        01         CITY      :    LIVINGSTON
                   STATE/ZIP : NJ  07039
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,023.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,693.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007792344     MORTGAGORS: ABRAMS               ROBERT
                               EDWARDS              ERLINDA
    REGION CODE    ADDRESS   : 14418 SENECA ROAD
        01         CITY      :    GERMANTOWN
                   STATE/ZIP : MD  20874
    MORTGAGE AMOUNT :   354,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    353,298.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,328.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 70.19800
    ----------------------------------------------------------------------------
0   0007792369     MORTGAGORS: SOKOL                MITCHELL
                               SOKOL                KIM
    REGION CODE    ADDRESS   : 15216 S. 18TH DR.
        01         CITY      :    PHOENIX
                   STATE/ZIP : AZ  85045
    MORTGAGE AMOUNT :   296,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    293,668.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,099.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 89.98500
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,499,600.00
                               P & I AMT:      9,860.99  UPB AMT:   1,492,635.41
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:          101
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007792377     MORTGAGORS: GARCIA               THEODORE
                               GARCIA               MARIA
    REGION CODE    ADDRESS   : 1211 UTOPIA PLACE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95127
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,181.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,237.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 71.58800
    ----------------------------------------------------------------------------
0   0007792385     MORTGAGORS: WOLDU                KINFE
                               ZERABRUK             FREHIWOT
    REGION CODE    ADDRESS   : 206 CHERIS DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95123
    MORTGAGE AMOUNT :   264,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,268.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,801.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------------------
0   0007792393     MORTGAGORS: THEISEN              ROBERT
                               THEISEN              LINDA
    REGION CODE    ADDRESS   : 19254 SOUTHAMPTON
        01         CITY      :    LIVONIA
                   STATE/ZIP : MI  48152
    MORTGAGE AMOUNT :   297,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,602.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,130.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------------------
0   0007792401     MORTGAGORS: SHETTY               SANDHYA
                               SHETTY               JAYARAMA
    REGION CODE    ADDRESS   : 711 ST. JOSEPH DRIVE
        01         CITY      :    OAK BROOK
                   STATE/ZIP : IL  60521
    MORTGAGE AMOUNT :   475,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    473,428.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,160.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 58.64197
    ----------------------------------------------------------------------------
0   0007792419     MORTGAGORS: RIACH                GRANGER
                               RIACH                SHERRY
    REGION CODE    ADDRESS   : 12592 OAK WAY
        01         CITY      :    LOS ALAMITOS
                   STATE/ZIP : CA  90720
    MORTGAGE AMOUNT :   354,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    352,829.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,355.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 67.42800
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,710,550.00
                               P & I AMT:     11,685.45  UPB AMT:   1,705,310.30
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:          102
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007792427     MORTGAGORS: SCHAUDER             NANCI
                               SCHAUDER             GREGORY
    REGION CODE    ADDRESS   : 5762 EAST HEDGEHOG PLACE
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85331
    MORTGAGE AMOUNT :   281,972.00  OPTION TO CONVERT :
    UNPAID BALANCE :    281,308.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,923.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 85.00300
    ----------------------------------------------------------------------------
0   0007792435     MORTGAGORS: JONES                CHRISTY

    REGION CODE    ADDRESS   : 1400 HALCYON LANE
        01         CITY      :    WILMINGTON
                   STATE/ZIP : NC  28405
    MORTGAGE AMOUNT :   262,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,090.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,699.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 78.20800
    ----------------------------------------------------------------------------
0   0007792443     MORTGAGORS: JEWELL               ROBERT
                               JEWELL               GAIR
    REGION CODE    ADDRESS   : 846 WELLINGTON ROAD
        01         CITY      :    WINSTON SALEM
                   STATE/ZIP : NC  27104
    MORTGAGE AMOUNT :   278,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,361.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,920.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.95600
    ----------------------------------------------------------------------------
0   0007792450     MORTGAGORS: VANFLEET             TIMOTHY
                               VLAHOU-VANFLEET      KORINE
    REGION CODE    ADDRESS   : 3317 QUAIL CHASE
        01         CITY      :    SPRINGFIELD
                   STATE/ZIP : IL  62707
    MORTGAGE AMOUNT :   286,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,529.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,902.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 75.26315
    ----------------------------------------------------------------------------
0   0007792468     MORTGAGORS: SMITH                CHRISTOPHER
                               SZARMACK             ADRIENNE
    REGION CODE    ADDRESS   : 1024 ERIE STREET
        01         CITY      :    OAK PARK
                   STATE/ZIP : IL  60302
    MORTGAGE AMOUNT :   273,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    272,324.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,816.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 76.25600
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,380,972.00
                               P & I AMT:      9,262.01  UPB AMT:   1,377,614.10
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:          103
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007792476     MORTGAGORS: ZIMMER               DAVID
                               SPATZ                TRACY
    REGION CODE    ADDRESS   : 6006 MELVERN DRIVE
        01         CITY      :    BETHESDA
                   STATE/ZIP : MD  20817
    MORTGAGE AMOUNT :   279,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,182.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,764.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007792484     MORTGAGORS: BETTS                KIRK
                               BETTS                CHRISTINE
    REGION CODE    ADDRESS   : 6412 GOLDLEAF DRIVE
        01         CITY      :    BETHESDA
                   STATE/ZIP : MD  20817
    MORTGAGE AMOUNT :   413,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    411,565.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,678.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 78.66600
    ----------------------------------------------------------------------------
0   0007792492     MORTGAGORS: WASHECKA             WILLIAM
                               WASHECKA             BETTY
    REGION CODE    ADDRESS   : 16617 HARBOUR TOWN DRIVE
        01         CITY      :    SILVER SPRINGS
                   STATE/ZIP : MD  20905
    MORTGAGE AMOUNT :   432,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    430,877.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,801.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007792500     MORTGAGORS: MACK                 MICHELE
                               MACK                 MICHAEL
    REGION CODE    ADDRESS   : 3972 GATWICK DRIVE
        01         CITY      :    TROY
                   STATE/ZIP : MI  48083
    MORTGAGE AMOUNT :   264,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,083.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,712.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 79.27900
    ----------------------------------------------------------------------------
0   0007792518     MORTGAGORS: CAMPISE              RAYMOND
                               CAMPISE              LORI
    REGION CODE    ADDRESS   : 4057 DREXEL DRIVE
        01         CITY      :    TROY
                   STATE/ZIP : MI  48098
    MORTGAGE AMOUNT :   342,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    341,394.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,307.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 76.11100
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,730,700.00
                               P & I AMT:     11,265.18  UPB AMT:   1,725,103.36
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:          104
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007792526     MORTGAGORS: TYLER                LARRY
                               TYLER                RENEE
    REGION CODE    ADDRESS   : 3821 EAST PALM CIRCLE
        01         CITY      :    MESA
                   STATE/ZIP : AZ  85215
    MORTGAGE AMOUNT :   436,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    434,839.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,791.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 77.85700
    ----------------------------------------------------------------------------
0   0007792534     MORTGAGORS: ZEGEL                THOMAS
                               ZEGEL                JANINE
    REGION CODE    ADDRESS   : 619 WYNDMERE AVENUE
        01         CITY      :    RIDGEWOOD
                   STATE/ZIP : NJ  07450
    MORTGAGE AMOUNT :   380,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    379,066.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,592.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 73.78600
    ----------------------------------------------------------------------------
0   0007792542     MORTGAGORS: PACKARD              JAMES
                               STOKES-PACKARD       CYNTHIA
    REGION CODE    ADDRESS   : 133 3RD STREET
        01         CITY      :    MANHATTAN BEACH
                   STATE/ZIP : CA  90266
    MORTGAGE AMOUNT :   480,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    478,373.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,153.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 73.84600
    ----------------------------------------------------------------------------
0   0007792559     MORTGAGORS: JUDGE                MICHAEL
                               JUDGE                GOLNAR
    REGION CODE    ADDRESS   : 2812 LAUREL AVENUE
        01         CITY      :    MANHATTEN BEACH
                   STATE/ZIP : CA  90266
    MORTGAGE AMOUNT :   430,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    428,078.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,788.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 67.18700
    ----------------------------------------------------------------------------
0   0007792567     MORTGAGORS: KNUDTEN              CLIFFORD
                               KNUDTEN              BARBARA
    REGION CODE    ADDRESS   : 10242 NORTH 99TH PLACE
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85258
    MORTGAGE AMOUNT :   262,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,067.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,677.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 58.61200
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,988,000.00
                               P & I AMT:     13,003.87  UPB AMT:   1,981,425.76
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:          105
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007792575     MORTGAGORS: TANAKA               NOBORU

    REGION CODE    ADDRESS   : 8 INDIANA
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92606
    MORTGAGE AMOUNT :   286,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,548.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,954.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.98800
    ----------------------------------------------------------------------------
0   0007792583     MORTGAGORS: DECKER               WILLIAM
                               DECKER               KAREN
    REGION CODE    ADDRESS   : 60 PONDEROSA PLACE
        01         CITY      :    WEST MILFORD
                   STATE/ZIP : NJ  07421
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,045.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,212.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------------------
0   0007792591     MORTGAGORS: EGGE                 ALAN
                               COX                  KATHLEEN
    REGION CODE    ADDRESS   : 807 KILLEGRAY RIDGE
        01         CITY      :    BALD HEAD ISLAND
                   STATE/ZIP : NC  28461
    MORTGAGE AMOUNT :   450,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    448,474.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,956.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 66.66600
    ----------------------------------------------------------------------------
0   0007792609     MORTGAGORS: COCHRANE             EDWARD
                               COCHRANE             ANNA
    REGION CODE    ADDRESS   : 6409 JUMET COURT
        01         CITY      :    FAIRFAX STATION
                   STATE/ZIP : VA  22039
    MORTGAGE AMOUNT :   342,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    335,383.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,600.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   11/01/18
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 75.16400
    ----------------------------------------------------------------------------
0   0007792617     MORTGAGORS: OLSEN                BRIAN
                               OLSEN                LESLIE
    REGION CODE    ADDRESS   : 5117 ARDEN AVENUE
        01         CITY      :    EDINA
                   STATE/ZIP : MN  55424
    MORTGAGE AMOUNT :   450,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    448,831.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,918.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,878,450.00
                               P & I AMT:     12,641.64  UPB AMT:   1,867,282.82
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:          106
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007792625     MORTGAGORS: RUSSO                PAUL

    REGION CODE    ADDRESS   : 2 KENSINGTON STREET
        01         CITY      :    ANDOVER
                   STATE/ZIP : MA  01810
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,372.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,751.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 60.04600
    ----------------------------------------------------------------------------
0   0007792633     MORTGAGORS: ORRELL-JONES         DUNCAN
                               ORRELL-JONES         MINNA
    REGION CODE    ADDRESS   : 2412 ELM AVENUE
        01         CITY      :    MANHATTAN BEACH
                   STATE/ZIP : CA  90266
    MORTGAGE AMOUNT :   396,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    394,590.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,535.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007792641     MORTGAGORS: WELCH                ROBERT
                               WELCH                PEGGY
    REGION CODE    ADDRESS   : 405 LINDEN AVENUE
        01         CITY      :    EDGEWATER
                   STATE/ZIP : MD  21037
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    318,539.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,022.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 63.36600
    ----------------------------------------------------------------------------
0   0007792658     MORTGAGORS: NYE                  DANIEL
                               KNUETTER-NYE         MEAGAN
    REGION CODE    ADDRESS   : 241 FREDERICK STREET
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94117
    MORTGAGE AMOUNT :   570,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    567,922.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,602.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 65.51700
    ----------------------------------------------------------------------------
0   0007792674     MORTGAGORS: NOKES                MARK
                               NOKES                JUNE
    REGION CODE    ADDRESS   : 1132 FLEETRIDGE DRIVE
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92106
    MORTGAGE AMOUNT :   348,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    346,980.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,201.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,894,250.00
                               P & I AMT:     12,113.90  UPB AMT:   1,887,405.24
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:          107
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007792682     MORTGAGORS: TRAN                 CUONG
                               TRAN                 TRANG
    REGION CODE    ADDRESS   : 2118 STATFORD DR
        01         CITY      :    MILPITAS
                   STATE/ZIP : CA  95035
    MORTGAGE AMOUNT :   424,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    422,562.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,785.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007792690     MORTGAGORS: WIRTH                JOHN
                               WIRTH                ANTOINETTE
    REGION CODE    ADDRESS   : 2028 HUNTERS CREEK
        01         CITY      :    SUPERIOR TOWNSHIP
                   STATE/ZIP : MI  48198
    MORTGAGE AMOUNT :   426,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    425,123.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,873.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 70.49500
    ----------------------------------------------------------------------------
0   0007792708     MORTGAGORS: CHAN                 LYMAN
                               CHAN                 NORMA
    REGION CODE    ADDRESS   : 39 CLEARFIELD DRIVE
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94132
    MORTGAGE AMOUNT :   319,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    317,743.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,122.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 71.52400
    ----------------------------------------------------------------------------
0   0007792716     MORTGAGORS: DOLSON               SCOTT
                               DOLSON               LILA
    REGION CODE    ADDRESS   : 2027 HUNTER CREEK DR
        01         CITY      :    SUPERIOR TOWNSHIP
                   STATE/ZIP : MI  48198
    MORTGAGE AMOUNT :   675,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    672,440.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,664.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   015
    LTV :                 73.40200
    ----------------------------------------------------------------------------
0   0007792724     MORTGAGORS: HOGAN                GERALD
                               HOGAN                DONNA
    REGION CODE    ADDRESS   : 6456 MADISON CT
        01         CITY      :    MCLEAN
                   STATE/ZIP : VA  22101
    MORTGAGE AMOUNT :   243,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,114.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,535.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 60.44700
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   2,087,800.00
                               P & I AMT:     13,981.16  UPB AMT:   2,079,984.90
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:          108
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007792732     MORTGAGORS: NANNEY               WILLIAM
                               NANNEY               CAROLYN
    REGION CODE    ADDRESS   : 2517 EAST DESERT WILLOW DRIVE
        01         CITY      :    PHOENIX
                   STATE/ZIP : AZ  85048
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,372.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,751.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 73.23900
    ----------------------------------------------------------------------------
0   0007792757     MORTGAGORS: BLEW                 ANDREW
                               BALTAZAR             PATRICIA
    REGION CODE    ADDRESS   : 6917 HEDGEWOOD DRIVE
        01         CITY      :    RANCHO PALOS VERDES
                   STATE/ZIP : CA  90275
    MORTGAGE AMOUNT :   378,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    375,101.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,392.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 72.78800
    ----------------------------------------------------------------------------
0   0007792765     MORTGAGORS: FRIKKER              PETER
                               FRIKKER              LORRAINE
    REGION CODE    ADDRESS   : 172 SCHOONER RIDGE ROAD
        01         CITY      :    DUCK
                   STATE/ZIP : NC  27949
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,217.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,746.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.37500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.37500  PRODUCT CODE      :   002
    LTV :                 76.71200
    ----------------------------------------------------------------------------
0   0007792773     MORTGAGORS: WUENNEMANN           RONALD
                               WUENNEMANN           ELIZABETH
    REGION CODE    ADDRESS   : 35 COLES ORCHARD ROAD
        01         CITY      :    DUXBURY
                   STATE/ZIP : MA  02332
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,154.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,959.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 72.94100
    ----------------------------------------------------------------------------
0   0007792781     MORTGAGORS: WILLIFORD            WILLIAM
                               WILLIFORD            DARLA
    REGION CODE    ADDRESS   : 17655 NORTH 52ND PLACE
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85254
    MORTGAGE AMOUNT :   241,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,558.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,544.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,469,700.00
                               P & I AMT:      9,394.73  UPB AMT:   1,463,404.26
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:          109
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007792799     MORTGAGORS: BERGER               STEVEN
                               HUGHMANICK           PAULA
    REGION CODE    ADDRESS   : 173 HILLCREST ROAD
        01         CITY      :    BERKELEY
                   STATE/ZIP : CA  94705
    MORTGAGE AMOUNT :   648,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    646,301.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,260.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 57.64400
    ----------------------------------------------------------------------------
0   0007792807     MORTGAGORS: KARASEK              RANDALL
                               KARASEK              DEANNA
    REGION CODE    ADDRESS   : 3644 CODY COURT
        01         CITY      :    SANTA CLARA
                   STATE/ZIP : CA  95051
    MORTGAGE AMOUNT :   293,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,752.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,978.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 69.92800
    ----------------------------------------------------------------------------
0   0007792815     MORTGAGORS: COUGHRAN             JOHN
                               COUGHRAN             MARCIA
    REGION CODE    ADDRESS   : 17827 VINELAND AVENUE
        01         CITY      :    MONTE SERENO
                   STATE/ZIP : CA  95030
    MORTGAGE AMOUNT :   579,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    577,682.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,856.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 55.73000
    ----------------------------------------------------------------------------
0   0007792831     MORTGAGORS: MOUSHEGIAN           VAHAN
                               MOUSHEGIAN           VIRGINIA
    REGION CODE    ADDRESS   : 823 ELAINE COURT
        01         CITY      :    ALEXANDRIA
                   STATE/ZIP : VA  22308
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,301.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,618.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 75.29400
    ----------------------------------------------------------------------------
0   0007792849     MORTGAGORS: BRODIE               ALAN
                               BRODIE               DONNA
    REGION CODE    ADDRESS   : 23115 PRICE TERRACE
        01         CITY      :    SHERWOOD
                   STATE/ZIP : OR  97140
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,397.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,746.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 94.81400
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   2,033,800.00
                               P & I AMT:     13,459.45  UPB AMT:   2,027,436.24
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:          110
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007792856     MORTGAGORS: SMITH                CINDY

    REGION CODE    ADDRESS   : 2316 SOUTHEAST 112TH COURT
        01         CITY      :    VANCOUVER
                   STATE/ZIP : WA  98664
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,997.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,738.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 65.47600
    ----------------------------------------------------------------------------
0   0007792872     MORTGAGORS: EGGE                 ALAN
                               COX                  KATHLEEN
    REGION CODE    ADDRESS   : 7100 HOLYROOD DRIVE
        01         CITY      :    MCLEAN
                   STATE/ZIP : VA  22101
    MORTGAGE AMOUNT :   950,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    947,532.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     6,161.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 65.51700
    ----------------------------------------------------------------------------
0   0007792880     MORTGAGORS: KESSELMAN            DAVID
                               KESSELMAN            ANGELA
    REGION CODE    ADDRESS   : 3627 WEST WAGON WHEEL WAY
        01         CITY      :    PARK CITY
                   STATE/ZIP : UT  84098
    MORTGAGE AMOUNT :   317,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    316,335.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,004.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 68.36200
    ----------------------------------------------------------------------------
0   0007792898     MORTGAGORS: GRANT                GEOFFREY
                               GRANT                BARBARA
    REGION CODE    ADDRESS   : 827 KILLEGRAY RIDGE
        01         CITY      :    BALD HEAD ISLAND
                   STATE/ZIP : NC  28461
    MORTGAGE AMOUNT :   363,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    361,589.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,324.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 72.60000
    ----------------------------------------------------------------------------
0   0007792906     MORTGAGORS: ROSSEAU              TODD
                               ROSSEAU              STEPHANIE
    REGION CODE    ADDRESS   : 21 KENT STREET
        01         CITY      :    NEWBURYPORT
                   STATE/ZIP : MA  01950
    MORTGAGE AMOUNT :   264,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,362.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,778.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   2,169,200.00
                               P & I AMT:     14,007.74  UPB AMT:   2,162,816.97
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:          111
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007792914     MORTGAGORS: SMITH                JASON
                               SHIMIZU              JHANA
    REGION CODE    ADDRESS   : 7113 MORNING LIGHT TRAIL
        01         CITY      :    COLUMBIA
                   STATE/ZIP : MD  21044
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,979.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,769.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007792922     MORTGAGORS: CHOATE               TIMOTHY
                               MCKOY                ELIZABETH
    REGION CODE    ADDRESS   : 117 MADRONA PLACE EAST
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98112
    MORTGAGE AMOUNT :   402,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    401,339.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,674.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 38.80300
    ----------------------------------------------------------------------------
0   0007792930     MORTGAGORS: GARZA                RICHARD
                               GARZA                VIVIAN
    REGION CODE    ADDRESS   : 22206 NORTHEAST 66TH PLACE
        01         CITY      :    REDMOND
                   STATE/ZIP : WA  98053
    MORTGAGE AMOUNT :   330,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    329,183.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,195.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 62.26400
    ----------------------------------------------------------------------------
0   0007792948     MORTGAGORS: ANDERSON             JACK
                               ANDERSON             JUDITH
    REGION CODE    ADDRESS   : 2817 CANTEGRA GLEN
        01         CITY      :    ESCONDIDO
                   STATE/ZIP : CA  92025
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    318,896.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,182.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 81.84100
    ----------------------------------------------------------------------------
0   0007792955     MORTGAGORS: BRANDT               KERWIN
                               BRANDT               LISA
    REGION CODE    ADDRESS   : 23 115TH STREET
        01         CITY      :    LEMONT
                   STATE/ZIP : IL  60439
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,325.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,627.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.20700
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,732,000.00
                               P & I AMT:     11,450.49  UPB AMT:   1,727,724.10
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:          112
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007792963     MORTGAGORS: CONGER               DALE
                               CONGER               JUDITH
    REGION CODE    ADDRESS   : 8005 N. TERRITORIAL
        01         CITY      :    DEXTER
                   STATE/ZIP : MI  48130
    MORTGAGE AMOUNT :   262,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,850.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,746.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 73.94300
    ----------------------------------------------------------------------------
0   0007792989     MORTGAGORS: GABBARD              ALAN

    REGION CODE    ADDRESS   : 3769 MOUNTAIN LAUREL PLACE
        01         CITY      :    BOULDER
                   STATE/ZIP : CO  80304
    MORTGAGE AMOUNT :   470,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    468,671.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,126.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 73.20800
    ----------------------------------------------------------------------------
0   0007792997     MORTGAGORS: CONNORS              JOHN
                               CONNORS              ANNA
    REGION CODE    ADDRESS   : 1494 WEST MEADOWS CONNECTION
        01         CITY      :    PARK CITY
                   STATE/ZIP : UT  84098
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,359.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,855.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007793003     MORTGAGORS: SCHNEIDER            FREDERICK
                               SCHNEIDER            SYDELLE
    REGION CODE    ADDRESS   : 1095 PIPESTEM PLACE
        01         CITY      :    ROCKVILLE
                   STATE/ZIP : MD  20854
    MORTGAGE AMOUNT :   346,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    345,144.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,301.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 89.98600
    ----------------------------------------------------------------------------
0   0007793011     MORTGAGORS: DILAURA              DENNIS

    REGION CODE    ADDRESS   : 8035 AIRLANE AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90045
    MORTGAGE AMOUNT :   279,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,276.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,857.52  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:   1,629,700.00
                               P & I AMT:     10,888.33  UPB AMT:   1,625,302.25
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:          113
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007793029     MORTGAGORS: EAST                 GARY
                               EAST                 SHARON
    REGION CODE    ADDRESS   : 6677 NE WINDERMERE ROAD
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98115
    MORTGAGE AMOUNT :   438,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    436,441.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,804.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 52.14200
    ----------------------------------------------------------------------------
0   0007793037     MORTGAGORS: ANDERSON             LEON
                               ANDERSON             VICKIE
    REGION CODE    ADDRESS   : 5919 SUN RIDGE COURT
        01         CITY      :    CLARKSTON
                   STATE/ZIP : MI  48348
    MORTGAGE AMOUNT :   332,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    331,178.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,208.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 78.11700
    ----------------------------------------------------------------------------
0   0007793045     MORTGAGORS: KUEBLER              MICHAEL
                               KUEBLER              SHERRI
    REGION CODE    ADDRESS   : 13302 EAGLE CANYON DRIVE
        01         CITY      :    CHINO HILLS
                   STATE/ZIP : CA  91709
    MORTGAGE AMOUNT :   252,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    252,361.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,811.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 87.81200
    ----------------------------------------------------------------------------
0   0007793078     MORTGAGORS: KERR III             E.
                               KERR                 ANN
    REGION CODE    ADDRESS   : 4020 SOUTH CHERRY STREET
        01         CITY      :    ENGLEWOOD
                   STATE/ZIP : CO  80110
    MORTGAGE AMOUNT :   303,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    302,231.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,990.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 60.60000
    ----------------------------------------------------------------------------
0   0007793094     MORTGAGORS: DOYLE                MICHAEL
                               DOYLE                MARGARET
    REGION CODE    ADDRESS   : 3939 CAROUSEL DRIVE
        01         CITY      :    NORTHBROOK
                   STATE/ZIP : IL  60062
    MORTGAGE AMOUNT :   311,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    311,009.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,048.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.94800
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,637,700.00
                               P & I AMT:     10,863.97  UPB AMT:   1,633,222.84
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:          114
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007793102     MORTGAGORS: HAGELSTEIN           RICK
                               HAGELSTEIN           THOMASUE
    REGION CODE    ADDRESS   : 732 BAYLOR CAMP ROAD
        01         CITY      :    CHINA SPRING
                   STATE/ZIP : TX  76633
    MORTGAGE AMOUNT :   326,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    325,252.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,115.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 77.64200
    ----------------------------------------------------------------------------
0   0007793110     MORTGAGORS: SCAVO                MARK
                               SCAVO                PATRICIA
    REGION CODE    ADDRESS   : 380 HOLLYBERRY
        01         CITY      :    BOULDER
                   STATE/ZIP : CO  80303
    MORTGAGE AMOUNT :   335,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    334,171.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,228.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 44.66600
    ----------------------------------------------------------------------------
0   0007793128     MORTGAGORS: TUCKER               STEPHEN
                               TUCKER               BARBARA
    REGION CODE    ADDRESS   : 7697 HEATHERWOOD LANE
        01         CITY      :    DUBLIN
                   STATE/ZIP : OH  43017
    MORTGAGE AMOUNT :   267,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,770.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,690.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 78.67600
    ----------------------------------------------------------------------------
0   0007793136     MORTGAGORS: PINK                 MITCHELL
                               PINK                 CAROLYN
    REGION CODE    ADDRESS   : 405 KERRY COURT
        01         CITY      :    PROSPECT HEIGHTS
                   STATE/ZIP : IL  60070
    MORTGAGE AMOUNT :   347,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    346,575.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,225.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 75.54300
    ----------------------------------------------------------------------------
0   0007793144     MORTGAGORS: HAYDEN               JOHN
                               HAYDEN               LISA
    REGION CODE    ADDRESS   : 3 TWIN BROOK ROAD
        01         CITY      :    WEST CALDWELL
                   STATE/ZIP : NJ  07006
    MORTGAGE AMOUNT :   284,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,171.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,818.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,560,100.00
                               P & I AMT:     10,078.18  UPB AMT:   1,555,941.63
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:          115
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007793151     MORTGAGORS: BOYD                 RONALD
                               BERTRAND             CAROL
    REGION CODE    ADDRESS   : 3401 STALLION WAY
        01         CITY      :    COMMERCE TWP.,
                   STATE/ZIP : MI  48382
    MORTGAGE AMOUNT :   308,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    307,529.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,127.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 77.00000
    ----------------------------------------------------------------------------
0   0007793169     MORTGAGORS: SEIERSTAD            TERRY

    REGION CODE    ADDRESS   : 5375 CARLSON ROAD
        01         CITY      :    SHOREVIEW
                   STATE/ZIP : MN  55126
    MORTGAGE AMOUNT :   395,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    393,922.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,496.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 64.75400
    ----------------------------------------------------------------------------
0   0007793177     MORTGAGORS: BEISNER              JOEL
                               DANG                 STEPHANIE
    REGION CODE    ADDRESS   : 84 OAKMONT AVENUE
        01         CITY      :    PIEDMONT
                   STATE/ZIP : CA  94610
    MORTGAGE AMOUNT :   469,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    468,238.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,122.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 73.92100
    ----------------------------------------------------------------------------
0   0007793185     MORTGAGORS: BUCKNER              GREGORY

    REGION CODE    ADDRESS   : 8 WEST GREENSBORO STREET
        01         CITY      :    WRIGHTSVILLE
                   STATE/ZIP : NC  28480
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,996.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,944.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007793193     MORTGAGORS: KOZLOWSKI            GLEN
                               KOZLOWSKI            JULIE
    REGION CODE    ADDRESS   : 18095 TIMBER LANE
        01         CITY      :    WILDWOOD
                   STATE/ZIP : IL  60030
    MORTGAGE AMOUNT :   245,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,394.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,629.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.03200
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,713,400.00
                               P & I AMT:     11,321.38  UPB AMT:   1,709,082.45
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:          116
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007793201     MORTGAGORS: SOMMER               RICHARD
                               SOMMER               SHEILA
    REGION CODE    ADDRESS   : 11440 98TH WAY NORTH
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85260
    MORTGAGE AMOUNT :   276,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,265.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,767.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007793219     MORTGAGORS: LEDUC                DAVID
                               LEDUC                KATHRYN
    REGION CODE    ADDRESS   : 172 CORRAL CIRCLE
        01         CITY      :    SAN RAMON
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   306,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    305,243.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,035.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 66.52100
    ----------------------------------------------------------------------------
0   0007793227     MORTGAGORS: WOLFF                ROBERT
                               WOLFF                CAROL
    REGION CODE    ADDRESS   : 2461 SOUTH WOOD HOLLOW WAY
        01         CITY      :    BOUNTIFUL
                   STATE/ZIP : UT  84010
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    339,159.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,262.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 64.76100
    ----------------------------------------------------------------------------
0   0007793235     MORTGAGORS: DERKS                JAMES
                               DERKS                CARRIE
    REGION CODE    ADDRESS   : 909 WILLIAM STREET
        01         CITY      :    RIVER FOREST
                   STATE/ZIP : IL  60305
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    398,961.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,594.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 71.30100
    ----------------------------------------------------------------------------
0   0007793243     MORTGAGORS: OCHADLEUS            DONALD
                               OCHADLEUS            CAROL
    REGION CODE    ADDRESS   : 1840 E GUNN RD
        01         CITY      :    OAKLAND  TWP
                   STATE/ZIP : MI  48306
    MORTGAGE AMOUNT :   258,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,365.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,039.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   11/01/18
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 58.90400
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,580,000.00
                               P & I AMT:     10,698.68  UPB AMT:   1,569,993.67
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:          117
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007793268     MORTGAGORS: RYBCZYK              KEVIN
                               RYBCZYK              ROBIN
    REGION CODE    ADDRESS   : 354 WEST SPRUCE STREET
        01         CITY      :    LOUISVILLE
                   STATE/ZIP : CO  80027
    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     :   12/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 77.44100
    ----------------------------------------------------------------------------
0   0007793276     MORTGAGORS: BLIXT                CHARLES
                               BLIXT                LESLIE
    REGION CODE    ADDRESS   : 488 BING CROSBY BLVD.
        01         CITY      :    ADVANCE
                   STATE/ZIP : NC  27006
    MORTGAGE AMOUNT :   586,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    579,590.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,997.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 72.79500
    ----------------------------------------------------------------------------
0   0007793284     MORTGAGORS: BANDO                WALTER
                               BANDO                CATHERINE
    REGION CODE    ADDRESS   : 1534 ENSLEY AVE.
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90024
    MORTGAGE AMOUNT :   570,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    569,108.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,888.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 67.05800
    ----------------------------------------------------------------------------
0   0007793292     MORTGAGORS: EDMONDS              ZACHARY
                               EDMONDS              CHRISTINE
    REGION CODE    ADDRESS   : 11 WOODCLIFFE ROAD
        01         CITY      :    LEXINGTON
                   STATE/ZIP : MA  02173
    MORTGAGE AMOUNT :   512,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    510,881.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,623.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007793300     MORTGAGORS: MINNIEFIELD SR       BRADLEY
                               MINNIEFIELD          DORIS
    REGION CODE    ADDRESS   : 11230 WILDRIDGE
        01         CITY      :    WESTCHESTER
                   STATE/ZIP : IL  60154
    MORTGAGE AMOUNT :   245,896.23  OPTION TO CONVERT :
    UNPAID BALANCE :    245,381.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,784.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 78.86900
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   2,246,896.23
                               P & I AMT:     15,650.96  UPB AMT:   2,237,233.14
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:          118
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007793326     MORTGAGORS: HARPER               RUSSELL
                               HARPER               HEATHER
    REGION CODE    ADDRESS   : 29028 WARNICK ROAD
        01         CITY      :    RANCHO PALOS VERDES
                   STATE/ZIP : CA  90275
    MORTGAGE AMOUNT :   464,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    463,218.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,048.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007793334     MORTGAGORS: FATUR                JAMES
                               FATUR                PAMELA
    REGION CODE    ADDRESS   : 4543 MOTORWAY DRIVE
        01         CITY      :    WATERFORD
                   STATE/ZIP : MI  48328
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,246.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,880.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 72.50000
    ----------------------------------------------------------------------------
0   0007793342     MORTGAGORS: BARRERA              RAYMOND
                               DORADO-BARRERA       MARTHA
    REGION CODE    ADDRESS   : 3427 EMERSON STREET
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92106
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,096.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,886.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007793359     MORTGAGORS: ROPER                ROBERT
                               ROPER                OLIVIA
    REGION CODE    ADDRESS   : 139 NORTH MADISON AVENUE
        01         CITY      :    MONROVIA
                   STATE/ZIP : CA  91016
    MORTGAGE AMOUNT :   258,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,234.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,831.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 69.01300
    ----------------------------------------------------------------------------
0   0007793367     MORTGAGORS: POWELL               MARK
                               POWELL               MARIANN
    REGION CODE    ADDRESS   : 39 DELAWARE AVENUE
        01         CITY      :    STIRLING
                   STATE/ZIP : NJ  07980
    MORTGAGE AMOUNT :   303,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,025.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,070.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   01/01/29
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 60.09900
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,596,300.00
                               P & I AMT:     10,717.68  UPB AMT:   1,592,820.73
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:          119
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007793383     MORTGAGORS: SALAZAR              VELINO
                               SALAZAR              ESTHER
    REGION CODE    ADDRESS   : 9263 LA SHELL DRIVE
        01         CITY      :    TUJUNGA
                   STATE/ZIP : CA  91042
    MORTGAGE AMOUNT :   279,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,405.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,998.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------------------
0   0007793391     MORTGAGORS: REED                 DANIEL

    REGION CODE    ADDRESS   : 534 WEST CLIFF DRIVE
        01         CITY      :    SANTA CRUZ
                   STATE/ZIP : CA  95060
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,196.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,417.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 43.75000
    ----------------------------------------------------------------------------
0   0007793409     MORTGAGORS: SPONAUGLE            STEVEN
                               SPONAUGLE            CYNTHIA
    REGION CODE    ADDRESS   : 1754 W. THUNDERHILL DRIVE
        01         CITY      :    PHOENIX
                   STATE/ZIP : AZ  85045
    MORTGAGE AMOUNT :   245,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,608.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,651.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99400
    ----------------------------------------------------------------------------
0   0007793417     MORTGAGORS: ROLPH                MARK
                               ROLPH                LORETTA
    REGION CODE    ADDRESS   : 1448 N.FREDERIC ST
        01         CITY      :    BURBANK
                   STATE/ZIP : CA  91505
    MORTGAGE AMOUNT :   247,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,776.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,751.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   11/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------------------
0   0007793425     MORTGAGORS: GARLIE               JAMES

    REGION CODE    ADDRESS   : RURAL ROUTE 1, BOX 398A
        01         CITY      :    BACKUS
                   STATE/ZIP : MN  56435
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,788.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,705.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 70.62100
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,371,700.00
                               P & I AMT:      9,525.34  UPB AMT:   1,366,775.16
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:          120
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007793433     MORTGAGORS: MARTIN               JOSEPH
                               MARTIN               PAMELA
    REGION CODE    ADDRESS   : 3084 IROQUOIS AVENUE
        01         CITY      :    LONG BEACH
                   STATE/ZIP : CA  90808
    MORTGAGE AMOUNT :   251,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,185.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,760.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------------------
0   0007793441     MORTGAGORS: STEWART              ARNOLD
                               STEWART              SANDRA
    REGION CODE    ADDRESS   : 14304 DUNCANNON COURT
        01         CITY      :    MITCHELLVILLE
                   STATE/ZIP : MD  20721
    MORTGAGE AMOUNT :   480,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    478,869.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,274.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------------------
0   0007793466     MORTGAGORS: BOUCHARD             LAWRENCE

    REGION CODE    ADDRESS   : 2502 WINDYSIDE COURT
        01         CITY      :    ODENTON
                   STATE/ZIP : MD  21113
    MORTGAGE AMOUNT :   255,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,353.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,675.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 94.44400
    ----------------------------------------------------------------------------
0   0007793482     MORTGAGORS: NGUYEN               LE
                               NGUYEN               CINDY
    REGION CODE    ADDRESS   : 1920 TREEWOOD LANE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95132
    MORTGAGE AMOUNT :   260,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,180.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,845.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 88.99300
    ----------------------------------------------------------------------------
0   0007793490     MORTGAGORS: HOROWITT             LAWRENCE

    REGION CODE    ADDRESS   : 19451 MOUNTAINVIEW LANE
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92648
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,381.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,077.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 72.50000
    ----------------------------------------------------------------------------
-   **** PAGE TOTALS *****     NUM OF LOANS:    5     LOAN AMT:   1,537,500.00
                               P & I AMT:     10,633.06  UPB AMT:   1,533,971.66
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 03/01/99
    P.O. BOX 5260              TMS AG0004990330  01
                                PAGE:          121
    CHERRY HILL, N.J. 08034
    (800) 257-7818

0   ----------------------------------------------------------------------------
0   0007793508     MORTGAGORS: KREIDLER             THOMAS
                               KREIDLER             MARY
    REGION CODE    ADDRESS   : 2704 FALLING TIMBER TRAIL
        01         CITY      :    EDGEWATER
                   STATE/ZIP : MD  21037
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    398,986.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,627.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   12/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 50.63200
    ----------------------------------------------------------------------------
0   0007793516     MORTGAGORS: MARVIN               STEVEN
                               MARVIN               CARLA
    REGI