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Ge Capital Mortgage Services Inc – ‘8-K’ for 5/27/99 – EX-4.1

On:  Wednesday, 6/9/99   ·   For:  5/27/99   ·   Accession #:  903423-99-211   ·   File #:  33-05042

Previous ‘8-K’:  ‘8-K’ on 6/8/99 for 5/25/99   ·   Next:  ‘8-K’ on 6/10/99 for 5/27/99   ·   Latest:  ‘8-K’ on 4/4/01 for 3/26/01

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/09/99  Ge Capital Mortgage Services Inc  8-K:2,7     5/27/99    4:1.0M                                   Cleary Gottlieb Ste… LLP

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8-K Current Report                                6     33K 
 2: EX-1.1      Underwriting Agreement                                36    135K 
 3: EX-1.2      Underwriting Agreement                                30±   125K 
 4: EX-4.1      Pooling and Servicing Agreement                      362±  1.82M 


EX-4.1   —   Pooling and Servicing Agreement
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Trustee
"Pooling and Servicing Agreement
4Section 1.01. Definitions
"Agreement
"Book-Entry Nominee
"Certificate Account
"Code
"Cofi
"Company
"Deceased Holder
"Disqualified Organization
"Distribution Date
"Distribution Date Statement
"Document File
"Erisa
"Latest Possible Maturity Date
"Loss Allocation Limitation
"Minimum Servicing Standards
"Mortgage Loans
"Mortgage Note
"Non-permitted Foreign Holder
"Non-U.S. Person
"Original Subordinate Principal Balance
"Plan
"Primary Servicer
"Rating Agency
"Record Date
"Reference Banks
"Remic
"Residual Certificate
"Startup Day
"Substitution Amount
"Trigger Event
"Unanticipated Recovery
"Section 2.01. Conveyance of Mortgage Loans
"Section 2.02. Acceptance by Trustee
"Section 2.03. Representations and Warranties of the Company; Mortgage Loan Repurchase
"Section 2.04. Execution of Certificates
"Section 2.05. Designations under the REMIC Provisions
"Section 3.01. Company to Act as Servicer
"Section 3.02. Collection of Certain Mortgage Loan Payments; Mortgage Loan Payment Record; Certificate Account
"Section 3.03. Collection of Taxes, Assessments and Other Items
"Section 3.04. Permitted Debits to the Mortgage Loan Payment Record
"Section 3.05. Maintenance of the Primary Insurance Policies
"Section 3.06. Maintenance of Hazard Insurance
"Section 3.07. Assumption and Modification Agreements
"Section 3.08. Realization Upon Defaulted Mortgage Loans
"Section 3.09. Trustee to Cooperate; Release of Mortgage Files
"Section 3.10. Servicing Compensation; Payment of Certain Expenses by the Company
"Section 3.11. Reports to the Trustee
"Section 3.12. Annual Statement as to Compliance
"Section 3.13. Annual Independent Public Accountants' Servicing Report
"Section 3.14. Access to Certain Documentation and Information Regarding the Mortgage Loans
"Section 3.15. Maintenance of Certain Servicing Policies
"Section 3.16. Optional Purchase of Defaulted Mortgage Loans
"Section 4.01. Distributions
"Section 4.02. Method of Distribution
"Section 4.03. Allocation of Losses
"Section 4.04. Monthly Advances; Purchases of Defaulted Mortgage Loans
"Section 4.05. Statements to Certificateholders
"Section 4.06. Servicer's Certificate
"Section 4.07. Reports of Foreclosures and Abandonments of Mortgaged Property
"Section 4.08. Reduction of Servicing Fees by Compensating Interest Payments
"Section 4.09. Surety Bond
"Section 4.10. Distributions to Holders of Designated Retail Certificates
"Section 5.01. The Certificates
"Section 5.02. Registration of Transfer and Exchange of Certificates
"Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates
"Section 5.04. Persons Deemed Owners
"Section 5.05. Access to List of Certificateholders' Names and Addresses
"Section 5.06. Representation of Certain Certificateholders
"Section 5.07. Determination of COFI
"Section 5.08. Determination of LIBOR
"Section 6.01. Liability of the Company
"Section 6.02. Merger or Consolidation of, or Assumption of the Obligations of, the Company
"Section 6.03. Assignment
"Section 6.04. Limitation on Liability of the Company and Others
"Section 6.05. The Company Not to Resign
"Section 7.01. Events of Default
"Section 7.02. Trustee to Act; Appointment of Successor
"Section 7.03. Notification to Certificateholders
"Section 8.01. Duties of Trustee
"Section 8.02. Certain Matters Affecting the Trustee
"Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans
"Section 8.04. Trustee May Own Certificates
"Section 8.05. The Company to Pay Trustee's Fees and Expenses
"Section 8.06. Eligibility Requirements for Trustee
"Section 8.07. Resignation or Removal of Trustee
"Section 8.08. Successor Trustee
"Section 8.09. Merger or Consolidation of Trustee
"Section 8.10. Appointment of Co-Trustee or Separate Trustee
"Section 8.11. Compliance with REMIC Provisions; Tax Returns
"Section 9.01. Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans
"Section 9.02. Additional Termination Requirements
"Section 10.01. Amendment
"Section 10.02. Recordation of Agreement
"Section 10.03. Limitation on Rights of Certificateholders
"Section 10.04. Governing Law
"Section 10.05. Notices
"Section 10.06. Notices to the Rating Agencies
"Section 10.07. Severability of Provisions
"Section 10.08. Certificates Nonassessable and Fully Paid
69Collateral Fund
EX-4.11st “Page” of 75TOCTopPreviousNextBottomJust 1st
 

Execution =============================================================================== GE CAPITAL MORTGAGE SERVICES, INC., Seller and Servicer and STATE STREET BANK AND TRUST COMPANY, Trustee POOLING AND SERVICING AGREEMENT Dated as of May 1, 1999 GE Capital Mortgage Services, Inc., 1999-12 Trust ===============================================================================
EX-4.12nd “Page” of 75TOC1stPreviousNextBottomJust 2nd
Table of Contents Page ARTICLE I DEFINITIONS Section 1.01. Definitions...............................................1 ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01. Conveyance of Mortgage Loans............................34 Section 2.02. Acceptance by Trustee...................................37 Section 2.03. Representations and Warranties of the Company; Mortgage Loan Repurchase................39 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.......50 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.................53 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................................57 Section 3.11. Reports to the Trustee.................................58 Section 3.12. Annual Statement as to Compliance......................58 Section 3.13. Annual Independent Public Accountants' Servicing Report.......................................58 Section 3.14. Access to Certain Documentation and Information Regarding the Mortgage Loans...............59 Section 3.15. Maintenance of Certain Servicing Policies..............59 Section 3.16. Optional Purchase of Defaulted Mortgage Loans..........59 ARTICLE IV PAYMENTS AND STATEMENTS Section 4.01. Distributions..........................................59 Section 4.02. Method of Distribution.................................64 Section 4.03. Allocation of Losses...................................65 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 Section 4.10. Distributions to Holders of Designated Retail Certificates....................................70 ARTICLE V THE CERTIFICATES Section 5.01. The Certificates.......................................75 Section 5.02. Registration of Transfer and Exchange of Certificates...............................76 Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates....................................81 Section 5.04. Persons Deemed Owners..................................82 Section 5.05. Access to List of Certificateholders' Names and Addresses....................................82 Section 5.06. Representation of Certain Certificateholders...........82 Section 5.07. Determination of COFI..................................83 Section 5.08. Determination of LIBOR.................................83 ARTICLE VI THE COMPANY Section 6.01. Liability of the Company...............................85 Section 6.02. Merger or Consolidation of, or Assumption of the Obligations of, the Company........................85 Section 6.03. Assignment.............................................85 Section 6.04. Limitation on Liability of the Company and Others.....................................85 Section 6.05. The Company Not to Resign..............................86 ARTICLE VII DEFAULT Section 7.01. Events of Default......................................86 Section 7.02. Trustee to Act; Appointment of Successor...............87 Section 7.03. Notification to Certificateholders.....................88 ARTICLE VIII THE TRUSTEE Section 8.01. Duties of Trustee......................................88 Section 8.02. Certain Matters Affecting the Trustee..................90 Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans......................................91 Section 8.04. Trustee May Own Certificates...........................91 Section 8.05. The Company to Pay Trustee's Fees and Expenses.........91 Section 8.06. Eligibility Requirements for Trustee...................91 Section 8.07. Resignation or Removal of Trustee......................92 Section 8.08. Successor Trustee......................................92 Section 8.09. Merger or Consolidation of Trustee.....................93 Section 8.10. Appointment of Co-Trustee or Separate Trustee..........93 Section 8.11. Compliance with REMIC Provisions; Tax Returns..........94 ARTICLE IX TERMINATION Section 9.01. Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans...........94 Section 9.02. Additional Termination Requirements....................96 ARTICLE X MISCELLANEOUS PROVISIONS Section 10.01. Amendment.............................................96 Section 10.02. Recordation of Agreement..............................98 Section 10.03. Limitation on Rights of Certificateholders............98 Section 10.04. Governing Law.........................................99 Section 10.05. Notices...............................................99 Section 10.06. Notices to the Rating Agencies........................99 Section 10.07. Severability of Provisions............................99 Section 10.08. Certificates Nonassessable and Fully Paid.............99
EX-4.13rd “Page” of 75TOC1stPreviousNextBottomJust 3rd
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
EX-4.14th “Page” of 75TOC1stPreviousNextBottomJust 4th
THIS POOLING AND SERVICING AGREEMENT, dated as of May 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 June of each year that the Certificates are outstanding, commencing in June 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 $100,000, as reduced by the aggregate amount of Deficient Valuations and Debt Service Reductions since the Cut-off Date. As of any Determination Date after the first Anniversary Determination Date, other than an Anniversary Determination Date, the Bankruptcy Loss Amount shall equal the Bankruptcy Loss Amount on the immediately preceding Anniversary Determination Date as reduced by the aggregate amount of Deficient Valuations and Debt Service Reductions since such preceding Anniversary Determination Date. As of any Anniversary Determination Date, the Bankruptcy Loss Amount shall equal the lesser of (x) the Bankruptcy Loss Amount as of the preceding Determination Date as reduced by any Deficient Valuations and Debt Service Reductions for the preceding Distribution Date, and (y) the greater of (i) the Fitch Formula Amount for such Anniversary Determination Date and (ii) the Formula Amount for such Anniversary Determination Date. The Bankruptcy Loss Amount may be further reduced by the Company (including accelerating the manner in which such coverage is reduced) provided that prior to any such reduction, the Company shall obtain written confirmation from each Rating Agency that such reduction shall not adversely affect the then-current rating assigned to the related Classes of Certificates by such Rating Agency and shall provide a copy of such written confirmation to the Trustee. 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 A1 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 Class A1 Certificates immediately preceding such Distribution Date, by (y) the aggregate Certificate Principal Balance of all the Certificates (other than the Class PO Certificates) immediately preceding such Distribution Date. Class A1 Prepayment Distribution Percentage: 0% through the Distribution Date in May 2004; 30% thereafter through the Distribution Date in May 2005; 40% thereafter through the Distribution Date in May 2006; 60% thereafter through the Distribution Date in May 2007; 80% thereafter through the Distribution Date in May 2008; and 100% thereafter. Class A1 Principal Distribution Amount: With respect to any Distribution Date, the sum of (a) the total of the amounts described in clauses (i) and (iii) of the definition of Senior Optimal Principal Amount for such date (without application of the Senior Percentage or the Senior Prepayment Percentage) multiplied by the Class A1 Percentage for such date and (b) the total of the amounts described in clauses (ii), (iv) and (v) of the definition of Senior Optimal Principal Amount (without application of the Senior Prepayment Percentage) for such date multiplied by the product of (x) the Class A1 Percentage for such date and (y) the Class A1 Prepayment Distribution Percentage for such date; provided, however, that (i) on the Group I Final Distribution Date, the Class A1 Principal Distribution Amount will be increased by any portion of the Senior Optimal Principal Amount remaining for distribution under clause (1)(b)(I)(B) of the Senior Principal Priorities after distributions of principal have been made on the Group I Senior Certificates and (ii) following the Group I Final Distribution Date, the Class A1 Principal Distribution Amount will equal the portion of the Senior Optimal Principal Amount available for distribution under clause (1)(b)(I) of the Senior Principal Priorities. 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: May 27, 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: Initial Component Designation Principal Balance ----------- ----------------- N/A N/A Component Certificate: None. Component Interest Rate: None. Component Principal Balance: As of any Distribution Date, and with respect to any Component, other than any Notional Component, the initial Component Principal Balance thereof (as set forth, as applicable, in the definition of Component) (plus, in the case of any Accrual Component, any related Accrual Amount for each previous Distribution Date) less the sum of (x) all amounts distributed in reduction thereof on previous Distribution Dates pursuant to Section 4.01 and (y) the amount of all Realized Losses allocated thereto pursuant to Section 4.03(d). 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 225 Franklin Street, 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: May 1, 1999. Debt Service Reduction: As to any Mortgage Loan and any Determination Date, the excess of (a) the then current Monthly Payment for such Mortgage Loan over (b) the amount of the monthly payment of principal and interest required to be paid by the Mortgagor as established by a court of competent jurisdiction as a result of a proceeding initiated by or against the related Mortgagor under the Bankruptcy Code, as amended from time to time (11 U.S.C.). Deceased Holder: With respect to a Holder of any Designated Retail Certificate, as defined in Section 4.10(b). Defaulted Mortgage Loan: With respect to any Determination Date, a Mortgage Loan as to which the related Mortgagor has failed to make unexcused payment in full of a total of three or more consecutive installments of principal and interest, and as to which such delinquent installments have not been paid, as of the close of business on the last Business Day of the month next preceding the month of such Determination Date. Defective Mortgage Loan: Any Mortgage Loan which is required to be purchased by the Company (or which the Company may replace with a substitute Mortgage Loan) pursuant to Section 2.02 or 2.03(a). Deficient Valuation: As to any Mortgage Loan and any Determination Date, the excess of (a) the then outstanding indebtedness under such Mortgage Loan over (b) the valuation by a court of competent jurisdiction of the related Mortgaged Property as a result of a proceeding initiated by or against the related Mortgagor under the Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to which such Mortgagor retained such Mortgaged Property. Definitive Certificate: Any Certificate, other than a Book-Entry Certificate, issued in definitive, fully registered form. Definitive Restricted Junior Certificate: Any Restricted Junior Certificate that is in the form of a Definitive Certificate. Depository: The initial Depository shall be The Depository Trust Company, the nominee of which is CEDE & Co. The Depository shall at all times be a "clearing corporation" as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York, as amended, or any successor provisions thereto. Depository Participant: A broker, dealer, bank or other financial institution or other Person for which, from time to time, the Depository effects book-entry transfers and pledges of securities deposited with such Depository. Designated Loan Closing Documents: With respect to any Designated Loan, a Lost Note Affidavit substantially in the form of Exhibit L, and an assignment of the related Mortgage to the Trustee in recordable form (except for the omission therein of recording information concerning such Mortgage). Designated Loans: The Mortgage Loans listed in Exhibit M hereto. Designated Rate: 6.25% per annum. Designated Retail Certificate: None. 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 the Designated Rate. 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 $1,926,601 minus the aggregate amount of Fraud Losses that would have been allocated to the Junior Certificates in accordance with Section 4.03 in the absence of the Loss Allocation Limitation since the Cut-off Date, and (y) from the first to the fifth anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 1% (from the first to but excluding the third anniversaries of the Cut-off Date) or 0.5% (from and including the third to but excluding the fifth anniversaries of the Cut-off Date) of the aggregate outstanding principal balance of all of the Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (2) the Fraud Losses that would have been allocated to the Junior Certificates in accordance with Section 4.03 in the absence of the Loss Allocation Limitation since the most recent anniversary of the Cut-off Date. On or after the fifth anniversary of the Cut-off Date the Fraud Loss Amount shall be zero. Group I Final Distribution Date: The Distribution Date on which the aggregate Certificate Principal Balance of the Group I Senior Certificates is reduced to zero. Group I Senior Certificate: Any Class A2 Certificate. Initial Certificate Principal Balance: With respect to any Certificate, other than a Notional Certificate, the Certificate Principal Balance of such Certificate or any predecessor Certificate on the Closing Date. Initial LIBOR Rate: None. Insurance Proceeds: Proceeds paid pursuant to the Primary Insurance Policies, if any, and amounts paid by any insurer pursuant to any other insurance policy covering a Mortgage Loan. Insured Expenses: Expenses covered by the Primary Insurance Policies, if any, or any other insurance policy or policies applicable to the Mortgage Loans. Interest Accrual Period: With respect to any Distribution Date and any Class of Certificates (other than any Class of Principal Only Certificates) or Component, the one-month period ending on the last day of the month preceding the month in which such Distribution Date occurs. Interest 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: May 25, 2016. LIBOR: With respect to any Interest Accrual Period, the per annum rate determined, pursuant to Section 5.08, on the basis of the Interest Settlement Rate or as otherwise provided in such Section. LIBOR Certificate: None. LIBOR Determination Date: The second London Banking Day immediately preceding the commencement of each Interest Accrual Period for any LIBOR Certificates. Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which the Company has determined that all amounts which it expects to recover on behalf of the Trust Fund from or on account of such Mortgage Loan have been recovered, including any Mortgage Loan with respect to which the Company determines not to foreclose upon the related Mortgaged Property based on its belief that such Mortgaged Property may be contaminated with or affected by hazardous or toxic wastes, materials or substances. Liquidation Expenses: Expenses which are incurred by the Company in connection with the liquidation of any defaulted Mortgage Loan and not recovered by the Company under any Primary Insurance Policy for reasons other than the Company's failure to comply with Section 3.05, such expenses including, without limitation, legal fees and expenses, and, regardless of when incurred, any unreimbursed amount expended by the Company pursuant to Section 3.03 or Section 3.06 respecting the related Mortgage Loan and any related and unreimbursed Property Protection Expenses. Liquidation Proceeds: Cash (other than Insurance Proceeds) received in connection with the liquidation of any defaulted Mortgage Loan whether through judicial foreclosure or otherwise. Living Holder: Any Certificate Owner of a Designated Retail Certificate, other than a Deceased Holder. Loan-to-Value Ratio: With respect to each Mortgage Loan, the original principal amount of such Mortgage Loan, divided by the Original Value of the related Mortgaged Property. London Banking Day: Any day on which banks are open for dealing in foreign currency and exchange in London, England. Loss Allocation Limitation: As defined in Section 4.03(g). Minimum Servicing Standards: As defined in Section 3.13(a). 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 the Designated Rate. 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 the Designated Rate. 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 the Designated Rate over the Net Mortgage Rate of such Discount Mortgage Loan and the denominator of which is the Designated Rate. 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: 300% of the Prepayment Assumption. Prepayment Distribution Trigger: As of any Distribution Date and as to each Class of Class B Certificates, the related Prepayment Distribution Trigger is satisfied if (x) the fraction, expressed as a percentage, the numerator of which is the aggregate Class Certificate Principal Balance of such Class and each Class subordinate thereto, if any, on such Distribution Date, and the denominator of which is the Pool Scheduled Principal Balance for such Distribution Date, equals or exceeds (y) such percentage calculated as of the Closing Date. Prepayment Interest Excess: As to any Voluntary Principal Prepayment in full received from the first day through the fifteenth day of any calendar month (other than the calendar month in which the Cut-off Date occurs), all amounts paid in respect of interest on such Principal Prepayment. For purposes of determining the amount of Prepayment Interest Excess for any month, a Voluntary Principal Prepayment in full with respect to a Mortgage Loan serviced by a Primary Servicer shall be deemed to have been received when the Company, as servicer, receives notice thereof. All Prepayment Interest Excess shall be retained by the Company, as servicer, as additional servicing compensation. Prepayment Period: With respect to any Distribution Date and any Voluntary Principal Prepayment in part or other Principal Prepayment other than a Voluntary Principal Prepayment in full, the calendar month preceding the month of such Distribution Date; with respect to any Distribution Date and any Voluntary Principal Prepayment in full, the period beginning on the sixteenth day of the calendar month preceding the month of such Distribution Date (or, in the case of the first Distribution Date, beginning on the Cut-off Date) and ending on the fifteenth day of the month in which such Distribution Date occurs. Primary Insurance Policy: The certificate of private mortgage insurance relating to a particular Mortgage Loan, or an electronic screen print setting forth the information contained in such certificate of private mortgage insurance, including, without limitation, information relating to the name of the mortgage insurance carrier, the certificate number, the loan amount, the property address, the effective date of coverage, the amount of coverage and the expiration date of the policy. Each such policy covers defaults by the Mortgagor, which coverage shall equal the portion of the unpaid principal balance of the related Mortgage Loan that exceeds 75% (or such lesser coverage required or permitted by FNMA or FHLMC) of the Original Value of the underlying Mortgaged Property. Primary Servicer: Any servicer with which the Company has entered into a servicing agreement, as described in Section 3.01(f). Principal Balance Schedules: Any principal balance schedules attached hereto, if applicable, as Exhibit B, setting forth the PAC Balances of any PAC Certificates and PAC Components, the TAC Balances of any TAC Certificates and TAC Components and the Scheduled Balances of any Scheduled Certificates and Scheduled Components. Principal Distribution Request: Any request for a distribution in reduction of the Class Certificate Principal Balance of any Designated Retail Certificate, submitted in writing to a Depository Participant or Financial Intermediary (or, if such Designated Retail Certificate is no longer represented by a Book-Entry Certificate, to the Trustee) by the Certificate Owner (or Certificateholder) of such Designated Retail Certificate pursuant to Section 4.10(c) or 4.10(g), as applicable. Principal Only Certificate: Any Class PO Certificate. Principal Only Component: None. Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan (including, for this purpose, any refinancing permitted by Section 3.01 and any REO Proceeds treated as such pursuant to Section 3.08(b)) which is received in advance of its scheduled Due Date and is not accompanied by an amount of interest representing scheduled interest for any month subsequent to the month of prepayment. Private Placement Memorandum: The Company's private placement memorandum relating to the placement of the Restricted Junior Certificates dated the date of the prospectus supplement referred to in the definition of Prospectus. Prohibited Transaction Exemption: U.S. Department of Labor Prohibited Transaction Exemption 90-29, 55 Fed. Reg. 21459, May 24, 1990. Property Protection Expenses: With respect to any Mortgage Loan, expenses paid or incurred by or for the account of the Company in accordance with the related Mortgage for (a) real estate property taxes and property repair, replacement, protection and preservation expenses and (b) similar expenses reasonably paid or incurred to preserve or protect the value of such Mortgage to the extent the Company is not reimbursed therefor pursuant to the Primary Insurance Policy, if any, or any other insurance policy with respect thereto. Proprietary Lease: With respect to a Cooperative Loan, the proprietary lease(s) or occupancy agreement with respect to the Cooperative Apartment occupied by the Mortgagor and relating to the related Cooperative Stock, which lease or agreement confers an exclusive right to the holder of such Cooperative Stock to occupy such apartment. Prospectus: The Company's prospectus supplement dated May 24, 1999, and the related prospectus dated April 22, 1999, relating to the public offering of the Certificates other than the Restricted Certificates. 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. Random Lot: With respect to any Distribution Date prior to the Cross-Over Date, if the amount available for distribution in reduction of the Class Certificate Principal Balance of any Class of Designated Retail Certificates on such Distribution Date exceeds the amount needed to honor all Principal Distribution Requests with respect to such Class on such date, the method by which the Depository will determine which Depository Participants holding interests in such Class of Certificates will receive payments of amounts distributable in respect of principal on such Class on such Distribution Date, using its established random lot procedures or, if such Class of Certificates is no longer represented by Book-Entry Certificates, the method by which the Trustee will determine which Certificates of such Class will receive payments of amounts distributable in respect of principal on such Class on such Distribution Date, using its own random lot procedures comparable to those used by the Depository. Rating Agency: Any statistical credit rating agency, or its successor, that rated any of the Certificates at the request of the Company at the time of the initial issuance of the Certificates. If such agency or a successor is no longer in existence, "Rating Agency" shall be such statistical credit rating agency, or other comparable Person, designated by the Company, notice of which designation shall be given to the Trustee. References herein to the two highest long-term rating categories of a Rating Agency shall mean such ratings without any modifiers. As of the date of the initial issuance of the Certificates, the Rating Agencies are Fitch and S&P; except that for purposes of the Junior Certificates, other than the Class B5 Certificates, Fitch shall be the sole Rating Agency. The Class B5 Certificates are issued without ratings. Realized Loss: Any (i) Deficient Valuation or (ii) as to any Liquidated Mortgage Loan, (x) the unpaid principal balance of such Liquidated Mortgage Loan plus accrued and unpaid interest thereon at the Net Mortgage Rate through the last day of the month of such liquidation less (y) the related Liquidation Proceeds and Insurance Proceeds (as reduced by the related Liquidation Expenses). Record Date: The last Business Day of the month immediately preceding the month of the related Distribution Date. Reference Banks: As defined in Section 5.08. Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as amended. Relief Act Mortgage Loan: Any Mortgage Loan as to which the Monthly Payment thereof has been reduced due to the application of the Relief Act. REMIC: A "real estate mortgage investment conduit" within the meaning of section 860D of the Code. REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at sections 860A through 860G of Part IV of Subchapter M of Chapter 1 of the Code, and related provisions, and U.S. Department 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 or Class S Certificate. Restricted Junior Certificate: Any Class B3, Class B4 or Class B5 Certificate. Rounding Account: With respect to each Class of Designated Retail Certificates, the respective segregated, non-interest bearing Eligible Account created and maintained therefor pursuant to Section 4.10. Rounding Account Depositor: None. Rounding Amount: With respect to any Class of Designated Retail Certificates and each Distribution Date prior to the Cross-Over Date on which such Class of Certificates is entitled to a distribution in reduction of the Class Certificate Principal Balance thereof, the amount, if any, necessary to round the aggregate of such distribution (after giving effect to any deposit into the related Rounding Account on such Distribution Date) upward to the next higher integral multiple of $1,000. S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors. SAIF: The Savings Association Insurance Fund of the FDIC, or its successor in interest. Scheduled Balance: As to any Distribution Date and any Class of Scheduled Certificates and any Scheduled Component, the balance designated as such for such Distribution Date and such Class or Component as set forth in the Principal Balance Schedules. Scheduled Certificate: None. Scheduled Component: None. Scheduled Principal Balance: As to any Mortgage Loan and Distribution Date, the principal balance of such Mortgage Loan as of the Due Date in the month next preceding the month of such Distribution Date (or, if so specified, such other date) as specified in the amortization schedule at the time relating to such Mortgage Loan (before any adjustment to such amortization schedule by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period) after giving effect to any previous Principal Prepayments, Deficient Valuations incurred subsequent to the Bankruptcy Coverage Termination Date, adjustments due to the application of the Relief Act and the payment of principal due on such Due Date, irrespective of any delinquency in payment by the related Mortgagor. As to any Mortgage Loan and the Cut-off Date, the "unpaid balance" thereof specified in the initial Mortgage Loan Schedule. Security Agreement: With respect to a Cooperative Loan, the agreement creating a security interest in favor of the originator in the related Cooperative Stock and Proprietary Lease. Senior Certificate: Any Certificate other than a Junior Certificate 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 May 2004 to and including the Distribution Date in May 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 May 2005 to and including the Distribution Date in May 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 May 2006 to and including the Distribution Date in May 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 May 2007 to and including the Distribution Date in May 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 June 2004 and May 2005, (b) 35% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including June 2005 and May 2006, (c) 40% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including June 2006 and May 2007, (d) 45% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including June 2007 and May 2008 and (e) 50% of the Original Subordinate Principal Balance if such Distribution Date occurs during or after June 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 June 2004 and May 2005, (b) 15% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including June 2005 and May 2006, (c) 20% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including June 2006 and May 2007, (d) 25% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including June 2007 and May 2008 and (e) 30% of the Original Subordinate Principal Balance if such Distribution Date occurs during or after June 2008. Senior Principal Priorities: The priorities for the distribution of principal to the Senior Certificates set for in Exhibit O hereto. 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 $1,926,601 minus the sum of (i) the aggregate amount of Special Hazard Losses that would have been allocated to the Junior Certificates in accordance with Section 4.03 in the absence of the Loss Allocation Limitation and (ii) the Adjustment Amount (as defined below) as most recently calculated. On each anniversary of the Cut-off Date, the "Adjustment Amount" shall be equal to the amount, if any, by which the amount calculated in accordance with the preceding sentence (without giving effect to the deduction of the Adjustment Amount for such anniversary) exceeds the lesser of (x) the greater of (A) the product of the Special Hazard Percentage for such anniversary multiplied by the outstanding principal balance of all the Mortgage Loans on the Distribution Date immediately preceding such anniversary and (B) twice the outstanding principal balance of the Mortgage Loan which has the largest outstanding principal balance on the Distribution Date immediately preceding such anniversary, and (y) an amount calculated by the Company and approved by each Rating Agency, which amount shall not be less than $500,000. Special Hazard Percentage: As of each anniversary of the Cut-off Date, the greater of (i) 1.00% and (ii) the largest percentage obtained by dividing (x) the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located in a single, five-digit zip code area in the State of California by (y) the outstanding principal balance of all the Mortgage Loans as of the immediately preceding Distribution Date. Special Hazard Termination Date: The Distribution Date upon which the Special Hazard Loss Amount has been reduced to zero or a negative number (or the Cross-Over Date, if earlier). Specified Component: None. Startup Day: As defined in Section 2.05(b). 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) the Designated Rate; 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 on or 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: (1) the Mortgage with evidence of recording indicated thereon (other than with respect to a Cooperative Loan); (2) a copy of the title insurance policy (other than with respect to a Cooperative Loan); (3) 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 (4) 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 (1) and (3) 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 the Primary Insurance Policy evidencing any primary mortgage insurance relating to the Mortgage Loans during the period when the related insurance is in force. (The copies of the Mortgage, intervening assignments of Mortgage, if any, title insurance binder and the Primary Insurance Policy, if any, described in the two 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)(4)), 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 the 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)(4)), 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) Each Mortgage Loan (other than a Pledged Asset 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, except to the extent such coverage may otherwise be terminable under applicable law. Each Primary Insurance Policy is issued by a private mortgage insurer acceptable to FNMA or FHLMC; (xii) Each Mortgage Note is payable on the first day of each month in self-amortizing monthly installments of principal and interest, with interest payable in arrears, over an original term of not more than fifteen years; (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 to each condominium securing a Mortgage Loan or the 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; (xv) 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; (xvi) The Mortgage Loans and the Mortgaged Properties, individually and in the aggregate, conform in all material respects to the applicable descriptions thereof contained in the Prospectus; (xvii) All appraisals have been prepared substantially in accordance with the description contained under the caption "The Trusts -- The Mortgage Loans" in the Prospectus; (xviii) 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; (xix) 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; (xx) 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; (xxi) As of the Closing Date, each Mortgage Loan is a "qualified mortgage" as defined in Section 860G(a)(3) of the Code; (xxii) 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; (xxiii) With respect to each Mortgage Loan identified in Exhibit C as a 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 (xxiv) 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), other than subparagraph (xvi) thereof, 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), other than subparagraph (xvi) thereof, 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. The assets of the REMIC established hereunder will consist of the assets and rights specified in clauses (i) though (viii) of the definition of the term Trust Fund, and any Rounding Accounts. (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 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. 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; (iv) to the Class PO Certificates, any Class PO Deferred Amount for such Distribution Date, up to an amount not to exceed the Junior Optimal Principal Amount for such Distribution Date, until the Class Certificate Principal Balance of such Class has been reduced to zero; provided, that any such amounts distributed to the Class PO Certificates pursuant to this clause (iv) shall not reduce the Class Certificate Principal Balance thereof; (v) to the Class M Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (vi) to the Class M Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; (vii) to the Class M Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date; (viii) to the Class B1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (ix) to the Class B1 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; (x) to the Class B1 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date; (xi) to the Class B2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (xii) to the Class B2 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; (xiii) to the Class B2 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date; (xiv) to the Class B3 Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (xv) to the Class B3 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; (xvi) to the Class B3 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date; (xvii) to the Class B4 Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (xviii) to the Class B4 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; (xix) to the Class B4 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date; (xx) to the Class B5 Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (xxi) to the Class B5 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; and (xxii) to the Class B5 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date. Notwithstanding the foregoing, amounts otherwise distributable pursuant to clauses (vii), (x), (xiii), (xvi), (xix) and (xxii) on any Distribution Date shall be reduced, in inverse order of priority, by any amount distributed pursuant to clause (iv) on such date, such that such amount distributed pursuant to clause (iv) on such date shall be applied first to reduce the amount distributable pursuant to clause (xxii), and then, to the extent of any excess, applied second, to reduce the amount distributable pursuant to clause (xix), third, to reduce the amount distributable pursuant to clause (xvi), fourth, to reduce the amount distributable pursuant to clause (xiii), fifth, to reduce the amount distributable pursuant to clause (x) and sixth, to reduce the amount distributable pursuant to clause (vii). (b) On each Distribution Date, the Trustee shall distribute to the holder of the Class R Certificate any remaining Available Funds for such Distribution Date after application of all amounts described in clause (a) of this Section 4.01, together with any Unanticipated Recoveries received by the Company in the calendar month preceding the month of such Distribution Date and not distributed on such Distribution Date to the holders of outstanding Certificates of any other Class pursuant to Section 4.01(f), plus any amounts distributable to the holder of the Class R Certificate pursuant to Sections 4.01(e). Any distributions pursuant to this clause (b) shall not reduce the Class Certificate Principal Balance of the Class R Certificate. (c) If on any Distribution Date the Class Certificate Principal Balances of the Junior Certificates have each been reduced to zero, the amount distributable to the Senior Certificates other than the Class PO Certificates pursuant to Section 4.01(a)(iii) for such Distribution Date and each succeeding Distribution Date shall be allocated among such Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Principal Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.01(a)(iii). (d) If on any Distribution Date (i) the Class Certificate Principal Balance of the Class M Certificates or any Class of Class B Certificates for which the related Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable pursuant to clauses (ii), (iv) and (v) of the Junior Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (xxii) of Section 4.01(a) have been distributed, such amounts shall be distributed on such Distribution Date to the remaining Classes of Junior Certificates in order of priority, such that no such distribution shall be made to any Class of Junior Certificates while a prior such Class is outstanding. (e) (i) On each Distribution Date prior to the Cross-Over Date, distributions in reduction of the Class Certificate Principal Balances of any Designated Retail Certificates will be made in accordance with the provisions of Section 4.10. With respect to any Class of Designated Retail Certificates, upon the earlier of the Cross-Over Date and the next Distribution Date after the Distribution Date on which the Class Certificate Principal Balance of such Class of Designated Retail Certificates has been reduced to zero, (x) to the extent the balance of funds remaining in the related Rounding Account is less than $999.99, the balance in such Rounding Account shall be restored to $999.99 (or, if less, the sum of such remaining balance and the amount so distributable) from Available Funds otherwise available for distribution on all outstanding Classes of Certificates and (y) such Rounding Account shall be cleared and terminated, and the amounts therein shall be distributed to the Class R Certificates on such date (which distribution shall not reduce the Class Certificate Principal Balance thereof). (ii) As provided in Section 4.10(f), notwithstanding any provisions herein to the contrary, on the Cross-Over Date and on each subsequent Distribution Date, distributions in reduction of the Class Certificate Principal Balances of any Class of Designated Retail Certificates shall be made on a pro rata basis among the outstanding Certificates of the respective Class, based on the Percentage Interest in each such Class represented by each Certificate. The Trustee shall notify the Depository prior to the first Distribution Date on which distributions in respect of principal on any Class of Designated Retail Certificates are to be made on a pro rata basis in accordance with the preceding sentence. On the Cross-Over Date and on each subsequent Distribution Date, the Trustee shall not, and the Depository is not authorized to, make distributions or payments in respect of any Class of Designated Retail Certificates in accordance with any Principal Distribution Request or by Random Lot. (f) In the event that in any calendar month the Company recovers an amount (an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.03, on the Distribution Date in the next succeeding calendar month the Trustee shall withdraw from the Certificate Account and distribute to the holders of each outstanding Class to which such Realized Loss had previously been allocated its share (determined as described in the succeeding paragraph) of such Unanticipated Recovery in an amount not to exceed the amount of such Realized Loss previously allocated to such Class. When the Class Certificate Principal Balance of a Class of Certificates has been reduced to zero, the holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (f). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute to the holders of all outstanding Classes of the related Certificates to which Realized Losses had previously been allocated and not reimbursed their pro rata share (determined as described below) of such excess in an amount not to exceed the aggregate amount of any Realized Loss previously allocated to such Class with respect to any other Mortgage Loan that has not been recovered in accordance with Section 4.01(f). Any distributions made pursuant to this Section 4.01(f) shall not reduce the Class Certificate Principal Balance of the related Certificate. For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be (i) with respect to the Class PO Certificates, based on the applicable PO Percentage of the principal portion of the Realized Loss previously allocated thereto with respect to such Mortgage Loan (or all Mortgage Loans for purposes of the next to last sentence of the preceding paragraph), and (ii) with respect to any other Class of Certificates, based on its pro rata share (in proportion to the Class Certificate Principal Balances thereof with respect to such Distribution Date) of the applicable Non-PO Percentage of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans); provided, however, that (i) the share of an Unanticipated Recovery allocable to a Class PO Certificate with respect to any Mortgage Loan (or Loans) shall be reduced by the aggregate amount previously distributed to such Class on account of the applicable Class PO Deferred Amount in respect of such Mortgage Loan (or Loans) and (ii) the amount by which the distributions to the Class PO Certificates have been so reduced shall be distributed to the Classes of Certificates described in clause (ii) of the preceding paragraph in the same proportion as described in such clause (ii). For purposes of the preceding sentence, any Class PO Deferred Amount distributed to a Class PO Certificate on previous Distribution Dates shall be deemed to have been allocated in respect of the Mortgage Loans as to which the applicable PO Percentage of the principal portion of Realized Losses has previously been allocated to such Class on a pro rata basis (based on the amount of Realized Losses so allocated). Section 4.02. Method of Distribution. (a) Except as set forth in Section 4.10 in respect of any Designated Retail Certificates, all distributions with respect to each Class of Certificates on each Distribution Date shall be made pro rata among the outstanding Certificates of such Class, based on the Percentage Interest in such Class represented by each Certificate. Payments to the Certificateholders on each Distribution Date will be made by the Trustee to the Certificateholders of record on the related Record Date (other than as provided in Section 9.01 respecting the final distribution) by check or money order mailed to a Certificateholder at the address appearing in the Certificate Register, or upon written request by such Certificateholder to the Trustee made not later than the applicable Record Date, by wire transfer to a U.S. depository institution acceptable to the Trustee, or by such other means of payment as such Certificateholder and the Trustee shall agree. (b) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, which shall credit the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each Financial Intermediary for which it acts as agent. Each Financial Intermediary shall be responsible for disbursing funds to the Certificate Owners that it represents. The Depository shall be responsible for the allocation of the aggregate amount of distributions in reduction of the Class Certificate Principal Balances of any Class of Designated Retail Certificates among the Depository Participants in accordance with Section 4.10, and each Depository Participant (and each respective Financial Intermediary for which such Depository Participant acts as agent) shall be responsible for the allocation of the amount allocated thereto among the related Certificate Owners. All such credits and disbursements with respect to a Book-Entry Certificate are to be made by the Depository and the Depository Participants in accordance with the provisions of the applicable Certificates. Neither the Trustee nor the Company shall have any responsibility therefor except as otherwise provided by applicable law. (c) The Trustee shall withhold or cause to be withheld such amounts as it reasonably determines are required by the Code (giving full effect to any exemptions from withholding and related certifications required to be furnished by Certificateholders or Certificate Owners and any reductions to withholding by virtue of any bilateral tax treaties and any applicable certification required to be furnished by Certificateholders or Certificate Owners with respect thereto) from distributions to be made to Non-U.S. Persons. If the Trustee reasonably determines that a more accurate determination of the amount required to be withheld for a distribution can be made within a reasonable period after the scheduled date for such distribution, it may hold such distribution in trust for a holder of a Residual Certificate until such determination can be made. For the purposes of this paragraph, a "Non-U.S. Person" is (i) an individual other than a citizen or resident of the United States, (ii) a partnership, corporation or entity treated as a partnership or corporation for U.S. federal income tax purposes not formed under the laws of the United States, any state thereof or the District of Columbia (unless, in the case of a partnership, Treasury regulations provide otherwise), (iii) any estate, the income of which is not subject to U.S. federal income taxation, regardless of source, and (iv) any trust, other than a trust that a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. Persons have the authority to control all substantial decisions of the trust. Section 4.03. Allocation of Losses. (a) On or prior to each Determination Date, the Company shall determine the amount of any Realized Loss in respect of each Mortgage Loan that occurred during the immediately preceding calendar month. (b) With respect to any Distribution Date, the principal portion of each Realized Loss (other than any Excess Loss) shall be allocated as follows: (i) the applicable PO Percentage of the principal portion of any such Realized Loss shall be allocated to the Class PO Certificates until the Class Certificate Principal Balance thereof has been reduced to zero; and (ii) the applicable Non-PO Percentage of the principal portion of any such Realized Loss shall be allocated in the following order of priority: first, to the Class B5 Certificates until the Class Certificate Principal Balance thereof has been reduced to zero; second, to the Class B4 Certificates until the Class Certificate Principal Balance thereof has been reduced to zero; third, to the Class B3 Certificates until the Class Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class B2 Certificates until the Class Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class B1 Certificates until the Class Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M Certificates until the Class Certificate Principal Balance thereof has been reduced to zero; and seventh, to the Classes of Senior Certificates other than the Class PO Certificates, pro rata, in accordance with their Class Certificate Principal Balances; provided, that any such loss allocated to any Class of Accrual Certificates (and any Accrual Component) shall be allocated (subject to Section 4.03(d)) on the basis of the lesser of (x) the Class Certificate Principal Balance (or Component Principal Balance) thereof immediately prior to the applicable Distribution Date and (y) the Class Certificate Principal Balance (or Component Principal Balance) thereof on the Closing Date (as reduced by any Realized Losses previously allocated thereto). (c) With respect to any Distribution Date, the principal portion of any Excess Loss (other than Excess Bankruptcy Losses attributable to Debt Service Reductions) shall be allocated as follows: (1) the PO Percentage of any such loss shall be allocated to the Class PO Certificates, and (2) the Non-PO Percentage of any such loss shall be allocated to each Class of Certificates other than the Class PO Certificates, pro rata, based on the respective Class Certificate Principal Balances thereof; provided, that any such loss allocated to any Class of Accrual Certificates (and any Accrual Component) shall be allocated (subject to Section 4.03(d)) on the basis of the lesser of (x) the Class Certificate Principal Balance (or Component Principal Balance) thereof immediately prior to the applicable Distribution Date and (y) the Class Certificate Principal Balance (or Component Principal Balance) thereof on the Closing Date (as reduced by any Realized Losses previously allocated thereto). (d) Any Realized Losses allocated to a Class of Certificates pursuant to Section 4.03(b) or (c) shall be allocated among the Certificates of such Class in proportion to their respective Certificate Principal Balances. In addition, any Realized Losses allocated to any Class of Component Certificates on a Distribution Date shall be allocated in reduction of the Component Principal Balances of the related Components (other than any Notional Component) in proportion to their respective Component Principal Balances immediately prior to such Distribution Date. Any allocation of Realized Losses pursuant to this paragraph (d) shall be accomplished by reducing the Certificate Principal Balance (or, in the case of any Component, the Component Principal Balance) of the related Certificates (or Components) on the related Distribution Date in accordance with Section 4.03(e). (e) Realized Losses allocated in accordance with this Section 4.03 shall be allocated on the Distribution Date in the month following the month in which such loss was incurred and, in the case of the principal portion thereof, after giving effect to distributions made on such Distribution Date, except that the aggregate amount of Realized Losses to be allocated to the Class PO Certificates on such Distribution Date will be taken into account in determining distributions in respect of any Class PO Deferred Amount for such date. (f) On each Distribution Date, the Company shall determine the Subordinate Certificate Writedown Amount, if any. Any such Subordinate Certificate Writedown Amount shall effect a corresponding reduction in the Certificate Principal Balance of the Subordinate Certificates, which reduction shall occur on such Distribution Date after giving effect to distributions made on such Distribution Date. (g) Notwithstanding the foregoing, no such allocation of any Realized Loss shall be made on a Distribution Date to a Class of Certificates to the extent that such allocation would result in the reduction of the aggregate Certificate Principal Balances of all the Certificates as of such Distribution Date, after giving effect to all distributions and prior allocations of Realized Losses on such date, to an amount less than the aggregate Scheduled Principal Balance of the Mortgage Loans as of the first day of the month of such Distribution Date, less any Deficient Valuations occurring on or prior to the Bankruptcy Coverage Termination Date (such limitation, the "Loss Allocation Limitation"). Section 4.04. Monthly Advances; Purchases of Defaulted Mortgage Loans. (a) The Company shall be required to make Monthly Advances in the manner and to the extent provided herein. Prior to the close of business on each Determination Date, the Company shall determine (i) the amount of the Monthly Advance which it is required to make on the related Distribution Date and (ii) whether it has elected to purchase any Defaulted Mortgage Loan or Loans on such Distribution Date. If the Company so elects to purchase any Defaulted Mortgage Loans (or is required to purchase any Mortgage Loan pursuant to Section 2.02 or 2.03(a)), no Monthly Advance shall be required with respect thereto for the month in which such purchase occurs. The Company shall include information as to each of such determinations in the Servicer's Certificate furnished by it to the Trustee in accordance with Section 4.06 and shall be obligated to transfer to the Certificate Account pursuant to Section 3.02(d) on or before 11:00 a.m. New York time on the Business Day next preceding the following Distribution Date in next-day funds the respective amounts applicable to such determinations appearing in such Servicer's Certificate. Upon receipt by the Trustee of written notification signed by a Servicing Officer of any such deposit relating to the purchase by the Company of such a Mortgage Loan, the Trustee shall release to the Company the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Company any Mortgage Loan released pursuant hereto. (b) In the event that the Company transfers or expects to transfer less than the Available Funds required to be deposited by it pursuant to Section 3.02(d), the Company shall so notify the Trustee no later than 9:00 a.m. on the Business Day preceding the related Distribution Date, and the amount so transferred, if any, shall be deemed to have been transferred first pursuant to clause (i) of the definition of Available Funds, second pursuant to clause (iii) of the definition of Available Funds, and third pursuant to clause (ii) of the definition of Available Funds. Such notice shall specify each Mortgage Loan delinquent as of the preceding Determination Date. In such event, the Trustee shall make any Monthly Advance required to be made hereunder, in the manner and to the extent required; provided, the Trustee shall not be so obligated if prohibited by applicable law. (c) In the event that the Company is succeeded hereunder as servicer, the obligation to make Monthly Advances in the manner and to the extent required by Section 4.04(a) shall be assumed by the successor servicer (subject to Section 7.02). Section 4.05. Statements to Certificateholders. Each month, at least two Business Days prior to each Distribution Date, the Company shall deliver to the Trustee for mailing to each Certificateholder, and the Trustee shall mail to each Certificateholder on such Distribution Date, a statement (each, a "Distribution Date Statement") substantially in the form of Exhibit J hereto, setting forth: (i) The amount of such distribution to the Certificateholders of each Class (and in respect of any Component), other than any Notional Certificates (and any Notional Component), allocable to principal, separately identifying the aggregate amount of any Principal Prepayments included therein (including, for this purpose, the Scheduled Principal Balances of all Defaulted Mortgage Loans and Defective Mortgage Loans purchased pursuant to Section 2.02, 2.03(b) or 3.16, respectively, and any amounts deposited pursuant to Section 2.03(b) in connection with the substitution of any Mortgage Loans pursuant to Section 2.02 or 2.03(a), the proceeds of which purchases or substitutions are being distributed on such Distribution Date); (ii) The amount of such distribution to the Certificateholders of each Class (other than any Class of Principal Only Certificates) allocable to interest, including any Accrual Amount added to the Class Certificate Principal Balance or Component Principal Balance of any Class of Accrual Certificates or any Accrual Components; (iii) The amount of servicing compensation paid to the Company during the month preceding the month of distribution in respect of the Mortgage Loans and such other customary information as the Company deems necessary or desirable to enable Certificateholders to prepare their tax returns; (iv) The Pool Scheduled Principal Balance and the aggregate number of the Mortgage Loans on the preceding Due Date after giving effect to all distributions allocable to principal made on such Distribution Date; (v) The Class Certificate Principal Balance (or Notional Principal Balance) of each Class, the Component Principal Balance of each Component and the Certificate Principal Balance (or Notional Principal Balance) of a Single Certificate of each Class after giving effect to (i) all distributions allocable to principal (or reductions in the Notional Principal Balance, in the case of the Notional Certificates, or the addition of any Accrual Amount, in the case of any Class of Accrual Certificates) made on such Distribution Date and (ii) the allocation of any Realized Losses and any Subordinate Certificate Writedown Amount for such Distribution Date; (vi) The Pay-out Rate applicable to each Class of Certificates; (vii) The book value and unpaid principal balance of any real estate acquired on behalf of Certificateholders through foreclosure, or grant of a deed in lieu of foreclosure or otherwise, of any REO Mortgage Loan, and the number of the related Mortgage Loans; (viii) The aggregate Scheduled Principal Balances and number of Mortgage Loans which, as of the close of business on the last day of the month preceding the related Distribution Date, were (a) delinquent as to a total of (x) 30-59 days, (y) 60-89 days and (z) 90 days or more, and (b) in foreclosure; (ix) The Scheduled Principal Balance of any Mortgage Loan replaced pursuant to Section 2.03(b); (x) The Certificate Interest Rates of any LIBOR Certificates, 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 Class A1 Percentage and the Junior Percentage for such Distribution Date; (xii) The Senior Prepayment Percentage, the Class A1 Prepayment Distribution Percentage and the Junior Prepayment Percentage for such Distribution Date; and (xiii) The amount of such distribution to the Certificateholders of each Class allocable to Unanticipated Recoveries. In the case of information furnished pursuant to clauses (i) through (iii) above, the amounts shall be expressed as a dollar amount per Single Certificate. In connection with any proposed transfer of a Certificate that is purported to be made in reliance on Rule 144A under the Securities Act, the Company shall be responsible for furnishing such information as may be required thereunder to a proposed transferee. In furtherance of the Company's obligations hereunder, the Company hereby instructs the Trustee, at the Company's expense and on its behalf, and the Trustee agrees, to promptly make available to the proposed transferee, upon request of the holder, (i) all statements furnished to Certificateholders pursuant to this Section 4.05 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 may be accompanied by a legend to the effect that the information contained in the Private Placement Memorandum and any amendment or supplement thereto is current only as of its date and the delivery thereof does not create an implication that such information is correct as of any subsequent date of delivery (it being understood that the Company has no obligation hereunder to update or supplement the Private Placement Memorandum unless otherwise required pursuant to Rule 144A(d)(4)) (which copy and legend 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. Section 4.10. Distributions to Holders of Designated Retail Certificates. (a) Except as provided in subsections (d) and (f) below, on each Distribution Date on which distributions in reduction of the Class Certificate Principal Balance of a Class of Designated Retail Certificates are made, such distributions will be made in the following order of priority: (i) first, in respect of any Principal Distribution Request by the personal representative of a Deceased Holder of such Class of Certificates, a surviving tenant by the entirety, a surviving joint tenant, a surviving tenant in common or such other Person empowered to act on behalf of such Deceased Holder upon his or her death, in an amount up to but not exceeding $100,000 per request; and (ii) second, in respect of any Principal Distribution Request by a Living Holder of such Class of Certificates, in an amount up to but not exceeding $10,000 per request. Thereafter, distributions in respect of such Class submitted on behalf of each Deceased Holder will be made as provided in clause (i) above up to a second $100,000 per request and distributions in respect of such Class submitted on behalf of each Living Holder will be made as provided in clause (ii) above up to a second $10,000 per request. This sequence of priorities will be repeated until all such requests have been honored to the extent of amounts available for distribution in reduction of the Class Certificate Principal Balance of such Class of Designated Retail Certificates. Principal Distribution Requests presented on behalf of Deceased Holders in accordance with the provisions of clause (i) above will be accepted in the order of their receipt by the Depository. Principal Distribution Requests presented in accordance with the provisions of clause (ii) above will be accepted in the order of their receipt by the Depository after all requests presented in accordance with clause (i) have been honored. All Principal Distribution Requests with respect to any Distribution Date shall be made in accordance with Section 4.10(c) below and must be received by the Depository no later than the close of business on the related Record Date. Principal Distribution Requests that are received by the Depository after the related Record Date and requests, in either case, for distributions timely received but not accepted with respect to any Distribution Date, will be treated as Principal Distribution Requests on the next succeeding Distribution Date, and each succeeding Distribution Date thereafter, until each such request is accepted or is withdrawn as provided in Section 4.10(c). Requests on behalf of Deceased Holders that are not so withdrawn shall retain their order of priority, all in accordance with the procedures of the Depository and the Trustee. Upon the transfer of beneficial ownership of any Designated Retail Certificate, any Principal Distribution Request previously submitted with respect to such Certificate will be deemed to have been withdrawn only upon the receipt by the Trustee of notification of such withdrawal using a form required by the Depository. Principal Distribution Requests for a Class of Designated Retail Certificates will be applied, in the aggregate, in an amount equal to the portion of the Available Funds distributable to such Class of Certificates pursuant to Section 4.01(a), plus any amounts available for distribution from the related Rounding Account pursuant to Section 4.10(e), provided that the aggregate distribution in reduction of the Class Certificate Principal Balance of any Class of Designated Retail Certificates on any Distribution Date shall be made in an integral multiple of $1,000, subject to Section 4.10(f). (b) A "Deceased Holder" is a beneficial owner of a Designated Retail Certificate who was living at the time such interest was acquired and whose authorized personal representative, surviving tenant by the entirety, surviving joint tenant or surviving tenant in common or other Person empowered to act on behalf of such beneficial owner upon his or her death, causes to be furnished to the Trustee a certified copy of the death certificate of such Deceased Holder, evidence of such person's status as an authorized representative of the Deceased Holder, such as surviving tenant (whether by the entirety, joint tenancy or tenancy in common), which evidence shall be satisfactory to the Trustee, and any additional evidence of death required by and satisfactory to the Trustee and any tax waivers requested by the Trustee. Designated Retail Certificates beneficially owned by tenants by the entirety, joint tenants or tenants in common will be considered to be beneficially owned by a single owner. The death of a tenant by the entirety, joint tenant or tenant in common will be deemed to be the death of the beneficial owner, and any Designated Retail Certificates so beneficially owned will be eligible for priority with respect to distributions in reduction of the Class Certificate Principal Balance of such Class of Certificates, subject to the limitations contained in this Section 4.10. Designated Retail Certificates beneficially owned by a trust will be considered to be beneficially owned by each beneficiary of the trust to the extent of such beneficiary's beneficial interest therein, but in no event will a trust's beneficiaries collectively be deemed to be beneficial owners of a number of individual Designated Retail Certificates greater than the number of individual Designated Retail Certificates of which such trust is the beneficial owner. The death of a beneficiary of a trust will be deemed to be the death of a beneficial owner of the Designated Retail Certificates beneficially owned by the trust to the extent of such beneficiary's beneficial interest in such trust. The death of an individual who was a tenant by the entirety, joint tenant or tenant in common in a tenancy that is the beneficiary of a trust will be deemed to be the death of the beneficiary of the trust. The death of a person who, immediately prior to his or her death, was entitled to substantially all of the beneficial ownership interest in a Designated Retail Certificate will be deemed to be the death of the beneficial owner of such Certificate regardless of the registration of ownership of such Certificate, if such beneficial ownership interest can be established to the satisfaction of the Trustee. The Trustee's decision regarding whether a Deceased Holder's beneficial interest is substantial for purposes of the preceding sentence shall be conclusive and binding. Such beneficial interest will be deemed to exist in typical cases of street name or nominee ownership, ownership by a trustee, ownership under the Uniform Gifts to Minors Act and community property or other joint ownership arrangements between a husband and wife. Beneficial interests shall include the power to sell, transfer or otherwise dispose of a Designated Retail Certificate, and the right to receive the proceeds therefrom, as well as interest and distributions in reduction of the Certificate Principal Balance of such Certificates payable with respect thereto. The Trustee shall not be under any duty to determine independently the occurrence of the death of any beneficial owner. The Trustee may rely entirely upon documentation delivered to it in establishing the eligibility of any beneficial owner to receive the priority accorded Deceased Holders in Section 4.10(a). Expenses incurred by the Trustee in an effort to determine the beneficial ownership interest with respect to any Principal Distribution Request presented on behalf of a Deceased Holder, including, without limitation, attorneys fees, shall be paid by the Person presenting such Principal Distribution Request. (c) Requests for distributions in reduction of the Certificate Principal Balance of a Class of Designated Retail Certificate must be made by delivering a Principal Distribution Request therefor to the Depository Participant or Financial Intermediary that maintains the account evidencing the beneficial owner's interest in such Certificate. Such Depository Participant or Financial Intermediary should in turn make the request of the Depository (or, in the case of an Financial Intermediary, such Financial Intermediary should notify the related Depository Participant of such request, which Depository Participant should make the request of the Depository) on a form required by the Depository and provided to the Depository Participant. In the case of a request on behalf of a Deceased Holder, a certified copy of the death certificate and any additional appropriate evidence of death and any tax waivers must be forwarded to the Trustee under separate cover. Any such requests of Deceased Holders that are incomplete may not be honored by the Trustee and, if not honored, will lose their priority and must be resubmitted in proper form. Upon receipt of such Principal Distribution Request, the Depository will date and time stamp such request and forward such request to the Trustee. Such requests will be honored on any Distribution Date only to the extent that they are received by the Depository on or before the Record Date for such Distribution Date. The Depository may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. Principal Distribution Requests delivered to the Depository after the Record Date for a particular Distribution Date and requests received in a timely manner but not accepted with respect to a particular Distribution Date will be treated as Principal Distribution Requests for the next succeeding Distribution Date and each succeeding Distribution Date thereafter until each request is accepted or is withdrawn as provided below. In the case of Principal Distribution Requests on behalf of Living Holders, the Depository will establish a new order of priority for each Distribution Date. This order will apply both to previously unsatisfied Principal Distribution Requests and to newly submitted requests. A Principal Distribution Request submitted on behalf of a Living Holder who later dies will become entitled to the priority of a newly submitted request on behalf of a Deceased Holder upon satisfaction of the requirements set forth above for requests of a Deceased Holder. Such priority will be effective for each subsequent Distribution Date if the Trustee has received a certified copy of the death certificate for such Deceased Holder and any additional appropriate evidence of death and any requested tax waivers by the last business day of the preceding calendar month. Each Principal Distribution Request submitted by a beneficial owner of a Designated Retail Certificate will be held by the Depository until such request has been accepted or has been withdrawn in writing as provided herein. Neither the Trustee nor the Company shall be liable for any delay in delivery of Principal Distribution Requests or Withdrawals (as defined below) of such requests by the Depository, a Depository Participant or any Financial Intermediary. In the event that any Principal Distribution Requests are rejected by the Trustee for failure to comply with the requirements of this Section 4.10, the Trustee shall return such requests to the appropriate Depository Participant with a copy to the Depository with an explanation as to the reason for such rejection. The Trustee shall maintain a list of those Depository Participants representing the Certificate Owners of Designated Retail Certificates that have submitted Principal Distribution Requests, together with the order of receipt and the amounts of such requests. The Trustee shall notify the Depository and the appropriate Depository Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Depository in accordance with the procedures, and subject to the priorities and limitations, described in this Section 4.10. The exact procedures to be followed by the Trustee and the Depository for purposes of determining such priorities and limitations shall be those established from time to time by the Trustee or the Depository, as the case may be. The decisions of the Trustee and the Depository concerning such matters shall be final and binding on all affected Persons. Any beneficial owner of a Designated Retail Certificate that has made a Principal Distribution Request may withdraw its request by so notifying in writing the Depository Participant or Financial Intermediary that maintains such beneficial owner's account (each such withdrawal, a "Withdrawal"). The Depository Participant should forward the Withdrawal to the Depository on a form required by the Depository. In the event that such account is maintained by a Financial Intermediary, such Financial Intermediary should notify the related Depository Participant which in turn should forward the Withdrawal of such request, on a form required by the Depository, to the Depository. If such Withdrawal has not been received by the Depository and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made Principal Distribution Request will be irrevocable with respect to the making of distributions in reduction of the Certificate Principal Balance of such Designated Retail Certificate on such Distribution Date. (d) To the extent, if any, that amounts available for distribution in reduction of the Class Certificate Principal Balance of a Class of Designated Retail Certificates on a Distribution Date pursuant to Section 4.01(a) exceed the dollar amount of Principal Distribution Requests that have been received in respect of such Class by the related Record Date, as provided in Section 4.10(c) above, distributions in reduction of the Class Certificate Principal Balance of such Class of Certificates will be made by mandatory distributions on a Random Lot basis, in integral multiples equal to $1,000, in reduction thereof without regard to whether such Certificate Owners have submitted Principal Distribution Requests. The Trustee shall notify the Depository of the aggregate amount of the mandatory distribution by Random Lot in reduction of the Class Certificate Principal Balance of such Designated Retail Certificates to be made on the next Distribution Date. The Depository shall then allocate such aggregate amount among its Depository Participants on a Random Lot basis. Each Depository Participant and, in turn, each Financial Intermediary, will then select, in accordance with its own procedures, Designated Retail Certificates of such Class from among those held in its accounts to receive mandatory distributions in reduction of the Class Certificate Principal Balance of such Certificates, such that the total amount so selected is equal to the aggregate amount of such mandatory distributions allocated to such Depository Participant by the Depository and to such Financial Intermediary by its related Depository Participant, as the case may be. Depository Participants and Financial Intermediaries that hold a Class of Designated Retail Certificates selected for mandatory distributions in reduction of the Class Certificate Principal Balance thereof should provide notice of such mandatory distributions to the affected Certificate Owners. (e) On the Closing Date, a separate Rounding Account shall be established with the Trustee for each Class of Designated Retail Certificates and the Rounding Account Depositor for such Rounding Account shall cause to be initially deposited the sum of $999.99 in each such Rounding Account. On each Distribution Date on which a distribution is to be made in reduction of the Class Certificate Principal Balance of a Class of Designated Retail Certificates pursuant to Section 4.01(a), funds on deposit in the related Rounding Account shall be, to the extent needed, withdrawn by the Trustee and applied to round upward to an integral multiple of $1,000 the aggregate distribution in reduction of the Class Certificate Principal Balance to be made on such Class of Certificates. Rounding of such distribution on such Class of Designated Retail Certificates shall be accomplished, on the first such Distribution Date, by withdrawing from the related Rounding Account the amount of funds, if any, needed to round the amount otherwise available for such distribution in reduction of the Class Certificate Principal Balance of such Certificates upward to the next integral multiple of $1,000. On each succeeding Distribution Date on which distributions in reduction of the Class Certificate Principal Balance of such Class of Designated Retail Certificates are to be made pursuant to Section 4.01(a), the aggregate amount of such distributions allocable to such Certificates shall be applied first to repay any funds withdrawn from the related Rounding Account and not previously repaid, and then the remainder of such allocable amount, if any, shall be similarly rounded upward to the next integral multiple of $1,000 and applied as distributions in reduction of the Class Certificate Principal Balance of the related Class of Certificates; this process shall continue on succeeding principal Distribution Dates prior to the Cross-Over Date until the Class Certificate Principal Balance of each such Class of Certificates has been reduced to zero. Each Rounding Account shall be maintained as a non-interest bearing account; the Rounding Accounts shall not be an asset of the Trust Fund, but shall be an asset in the REMIC. On the earlier of (1) the Cross-Over Date and (2) the first Distribution Date after the Class Certificate Principal Balance of any Class of Designated Retail Certificates has been reduced to zero, any remaining amounts in the related Rounding Account shall be distributed to the Class R Certificate. (f) Notwithstanding any provisions herein to the contrary, on each Distribution Date coinciding with or after the Cross-Over Date, all distributions in reduction of the Class Certificate Principal Balance of any Class of Designated Retail Certificates will be made among the Holders and Certificate Owners of such Class of Certificates, pro rata, based on their Certificate Principal Balances, and will not be made in integral multiples of $1,000 or pursuant to requested distributions or mandatory distributions by Random Lot. (g) In the event that Definitive Certificates representing any Class of Designated Retail Certificates are issued pursuant to Section 5.02(f), all requests for distributions or withdrawals of such requests relating to such Class must be submitted to the Trustee, and the Trustee shall perform the functions described in Section 4.10(a) through (d) using its own procedures, which procedures shall, to the extent practicable, be consistent with the procedures described in Section 4.10(a) through (d). ARTICLE V THE CERTIFICATES Section 5.01. The Certificates. (a) The Certificates shall be substantially in the forms set forth in Exhibit A hereto, as applicable, and shall, on original issue, be executed by the Trustee, not in its individual capacity but solely as Trustee, and countersigned and delivered by the Trustee to or upon the order of the Company as provided in Article II. (b) The Certificates shall be issued in an aggregate Initial Certificate Principal Balance of $192,660,137.20. 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 $12,432,345.00 6.25% $25,000 Class A2 45,392,413.00 6.25% 25,000 Class A3 130,000,000.00 6.25% 25,000 Class PO 500,425.78 0.00% (1) Class M 1,733,000.00 6.25% 100,000 Class B1 675,000.00 6.25% 100,000 Class B2 578,000.00 6.25% 100,000 Class B3 674,000.00 6.25% (1) Class B4 385,000.00 6.25% (1) Class B5 289,853.42 6.25% (1) Class S (2) (2) (3) Class R 100.00 6.25% 100 ------------------- (1) This Class of Certificates will be issued as a single Certificate evidencing the entire Class Certificate Principal Balance of such Class. (2) The Class S Certificates are issued with an initial Notional Principal Balance of $174,696,691.67 and shall bear interest at the Strip Rate. (3) The Class S Certificates will be issued in minimum Notional Principal Balance of $2,500,000. (c) The Certificates shall be issuable in registered form only. The Book-Entry Certificates will be evidenced by one or more certificates, beneficial ownership of which will be held in the minimum dollar denominations in Certificate Principal Balance or Notional Principal Balance, as applicable, specified in Section 5.01(b), and integral multiples of $1,000 in excess thereof. The Non-Book-Entry Certificates other than the Residual Certificate shall each be issued in the minimum dollar denominations in Certificate Principal Balance or Notional Principal Balance, as applicable, specified in Section 5.01(b), and integral multiples of $1,000 in excess thereof (and, if necessary, in the amount of the remaining Class Certificate Principal Balance or Notional Principal Balance, as applicable, of each Class, in the case of one Certificate of such Class). The Residual Certificate shall be issued as a single certificate evidencing the entire Class Certificate Principal Balance of such Class and having a Percentage Interest of 100%. If necessary, one Certificate of each Class of Book-Entry Certificates may evidence an additional amount equal to the remainder of the Class Certificate Principal Balance 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. Section 5.02. Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at an office or agency in the city in which the Corporate Trust Office of the Trustee is located or in the City of New York, New York a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Subject to Sections 5.02(b) and 5.02(c), upon surrender for registration of transfer of any Certificate at the Corporate Trust Office, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same Class in authorized denominations of a like Percentage Interest. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like Class and Percentage Interest, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange the Trustee shall execute, countersign and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Trustee and a certificate of destruction shall be delivered by the Trustee to the Company. (b) No legal or beneficial interest in all or any portion of the Residual Certificates may be transferred directly or indirectly to (i) a Disqualified Organization or an agent of a Disqualified Organization (including a broker, nominee, or middleman), (ii) an entity that holds REMIC residual securities as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in accounts of participating organizations (a "Book-Entry Nominee"), or (iii) an individual, corporation, partnership or other person unless such 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 and, if applicable, in any Rounding Account, in accordance with the applicable priorities and uses provided by Sections 4.01 and 4.10. 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. * * *
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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:
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State of New Jersey ) ) ss.: County of Camden ) On the day of May, 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]
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The Commonwealth of Massachusetts ) ) ss.: County of Suffolk ) On the day of May, 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]
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EXHIBIT A FORMS OF CERTIFICATES PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
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REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12 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 $12,432,345 Certificate Interest Initial Certificate Principal Rate per annum: 6.25% Balance of this Certificate: $ Cut-off Date: May 1, 1999 First Distribution Date: CUSIP:36157RW92 June 25, 1999
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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 May 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 June 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 1999-12, issued in twelve Classes (Class A1, Class A2, Class A3, 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.
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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: ______________________
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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.
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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.
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REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12 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 $45,392,413 Certificate Interest Initial Certificate Principal Rate per annum: 6.25% Balance of this Certificate: $ Cut-off Date: May 1, 1999 First Distribution Date: CUSIP:36157RX26 June 25, 1999
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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 May 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 June 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
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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.
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REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12 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 $130,000,000 Certificate Interest Initial Certificate Principal Rate per annum: 6.25% Balance of this Certificate: $ Cut-off Date: May 1, 1999 First Distribution Date: CUSIP:36157RX34 June 25, 1999
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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 May 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 June 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
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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.
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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 1999-12 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: 6.25% Balance of this Certificate: $ Cut-off Date: May 1, 1999 First Distribution Date: CUSIP:36157RX42 June 25, 1999
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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 May 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 June 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 1999-12, issued in twelve Classes (Class A1, Class A2, Class A3, 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.
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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: ______________________
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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.
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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.
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REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12 evidencing a beneficial ownership interest in a trust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No. R- Initial Class M Certificate Principal Balance: Class M $1,733,000 Certificate Interest Initial Certificate Principal Rate per annum: 6.25% Balance of this Certificate: $ Cut-off Date: May 1, 1999 First Distribution Date: CUSIP: 36157RX59 June 25, 1999
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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 May 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 June 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 1999-12, issued in twelve Classes (Class A1, Class A2, Class A3, 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.
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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:_______________________
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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.
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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.
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REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12 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 $675,000 Certificate Interest Initial Certificate Principal Rate per annum: 6.25% Balance of this Certificate: $ Cut-off Date: May 1, 1999 First Distribution Date: CUSIP: 36157RX67 June 25, 1999
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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 May 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 June 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
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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.
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REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12 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 $578,000 Certificate Interest Initial Certificate Principal Rate per annum: 6.25% Balance of this Certificate: $ Cut-off Date: May 1, 1999 First Distribution Date: CUSIP: 36157RX75 June 25, 1999
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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 May 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 June 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
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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.
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REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12 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 $674,000.00 Certificate Interest Initial Certificate Principal Rate per annum: 6.25% Balance of this Certificate: $ Cut-off Date: May 1, 1999 First Distribution Date: CUSIP: 36157R2KO June 25, 1999
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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 May 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 June 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 1999-12, issued in twelve Classes (Class A1, Class A2, Class A3, 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.
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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:_______________________
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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.
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In connection with any transfer of this Certificate, the undersigned registered holder hereof confirms that without utilizing any general solicitation or general advertising: (Check One) - |_| (a) This Certificate is being transferred by the undersigned to a person whom the undersigned reasonably believes is a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended) pursuant to the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder. |_| (b) This Certificate is being transferred by the undersigned to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended) and that the undersigned has been advised by the prospective purchaser that it intends to hold this Certificate for investment and not for distribution or resale. Dated _____________________________ (Signature) If none of the foregoing boxes is checked, the Trustee shall not be obligated to register this Certificate in the name of any person other than the registered holder thereof unless and until the conditions to any such transfer of registration set forth herein, and in the Pooling and Servicing Agreement have been satisfied. TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED: The undersigned represents and warrants that (i) it is a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended) and acknowledges that it has received such information as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the registered holder is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A, and (ii) the undersigned (x) is not an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended, or a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended, and is not using the assets of any such employee benefit or other plan to acquire this Certificate or (y) is an insurance company investing assets of its general account and the exemptions provided by Section III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995), apply to the acquisition and holding by the undersigned of this Certificate. Dated _____________________________ (Signature) TO BE COMPLETED BY PURCHASER IF (b) ABOVE IS CHECKED: The undersigned represents and warrants that (i) it is an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended), and (ii) the undersigned (x) is not an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended, or a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended, and is not using the assets of any such employee benefit or other plan to acquire this Certificate or (y) is an insurance company investing assets of its general account and the exemptions provided by Section III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995), apply to the acquisition and holding by the undersigned of this Certificate. Dated _____________________________ (Signature)
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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.
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REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12 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 $385,000.00 Certificate Interest Initial Certificate Principal Rate per annum: 6.25% Balance of this Certificate: $ Cut-off Date: May 1, 1999 First Distribution Date: CUSIP: 36157R2L8 June 25, 1999
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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 May 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 June 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
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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.
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REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12 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 $289,853.42 Certificate Interest Initial Certificate Principal Rate per annum: 6.25% Balance of this Certificate: $ Cut-off Date: May 1, 1999 First Distribution Date: CUSIP: 36157R2M6 June 25, 1999
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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 May 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 June 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
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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).
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REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12 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 $500,425.78 Certificate Interest Initial Certificate Principal Rate per annum: Balance of this Certificate: non-interest bearing $ Cut-off Date: May 1, 1999 First Distribution Date: June 25, 1999
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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 May 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 June 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 1999-12, issued in twelve Classes (Class A1, Class A2, Class A3, 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.
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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:_______________________
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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.
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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).
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REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12 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 Certificate Principal Balance: Class S $174,696,691.67 Certificate Interest Initial Notional Certificate Rate per annum: variable Principal Balance of this Certificate: $ Cut-off Date: May 1, 1999 First Distribution Date: June 25, 1999
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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 May 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 June 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 1999-12, issued in twelve Classes (Class A1, Class A2, Class A3, 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.
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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:_______________________
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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.
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EXHIBIT B PRINCIPAL BALANCE SCHEDULES None.
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EXHIBIT C - SUPPLEMENT SCHEDULE OF COOPERATIVE LOANS SERIES 1999-12 LOAN NO. CUT-OFF DATE PRINCIPLE BALANCE BORROWER NAME 70433768 $147,603.76 GERSHIN 70729140 $477,987.20 HILLEL
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EXHIBIT C MORTGAGE LOANS GE Capital Mortgages Services, Inc. EXHIBIT C \ Issue Date: May 1, 1999\ P.O. Box 5260\ Cherry Hill, N.J. 08034\ (800) -257-7818\ DELIVERY ID: 0004991215 [Enlarge/Download Table] -------------------------------------------------------------------------------- LN # 0001118546 MORTGAGORS: LUPINACCI, LUIGI ADDRESS : 35 TERENCE DRIVE MORTGAGE AMT: 100,000.00 CITY MANALAPAN TOWNSHIP :\ STATE/ZIP :\ LIFETIME RATE : 10.12500 NJ 07726 UNPAID BALANCE: 11,897.110 OPTION TO CONVERT : No MONTHLY P&I: 1,082.27 ANNUAL RATE ADJUST: 0.000 LTV : 35.71428 OUTSIDE CONV DATE: CURRENT INT 10.12500 MATURITY DATE: 09/01/01 RATE: 02 -------------------------------------------------------------------------------- LN # 0001136308 MORTGAGORS: LEE, JAE LEE, HE ADDRESS : 1211 SANDRINGHAM ROAD MORTGAGE AMT: 100,000.00 CITY LOWER MARION TOWNSHI :\ STATE/ZIP :\ LIFETIME RATE : 9.75000 PA 19004 UNPAID BALANCE: 24,736.270 OPTION TO CONVERT : No MONTHLY P&I: 1,059.37 ANNUAL RATE ADJUST: 0.000 LTV : 49.50495 OUTSIDE CONV DATE: CURRENT INT 9.75000 MATURITY DATE: 07/01/01 RATE: 02 -------------------------------------------------------------------------------- LN # 0001137314 MORTGAGORS: MARTIN, JOHN MARTIN, RUTH ADDRESS : 1412 POTOMAC DRIVE MORTGAGE AMT: 106,300.00 CITY RICHARDSON :\ STATE/ZIP :\ LIFETIME RATE : 9.75000 TX 75081 UNPAID BALANCE: 26,205.990 OPTION TO CONVERT : No MONTHLY P&I: 1,126.11 ANNUAL RATE ADJUST: 0.000 LTV : 74.99118 OUTSIDE CONV DATE: CURRENT INT 9.75000 MATURITY DATE: 07/01/01 RATE: 02 -------------------------------------------------------------------------------- LN # 0001145101 MORTGAGORS: LOPEZ, ALFONSO LOPEZ, GLORIA ADDRESS : 98 SOUTH SALEM STREET MORTGAGE AMT: 84,500.00 CITY DOVER TOWN :\ STATE/ZIP :\ LIFETIME RATE : 10.00000 NJ 07801 UNPAID BALANCE: 21,639.060 OPTION TO CONVERT : No MONTHLY P&I: 908.05 ANNUAL RATE ADJUST: 0.000 LTV : 73.47826 OUTSIDE CONV DATE: CURRENT INT 10.00000 MATURITY DATE: 08/01/01 RATE: 02 -------------------------------------------------------------------------------- LN # 0001152917 MORTGAGORS: LIN, KUG LIN, SU ADDRESS : 1251 MEINEL ROAD MORTGAGE AMT: 73,000.00 CITY ABINGTON TOWNSHIP :\ STATE/ZIP :\ LIFETIME RATE : 10.12500 PA 19006 UNPAID BALANCE: 19,627.370 OPTION TO CONVERT : No MONTHLY P&I: 790.06 ANNUAL RATE ADJUST: 0.000 LTV : 54.68164 OUTSIDE CONV DATE: CURRENT INT 10.12500 MATURITY DATE: 09/01/01 RATE: 02 -------------------------------------------------------------------------------- LN # 0001196443 MORTGAGORS: JACOBI, WILLIAM JACOBI, LAURA ADDRESS : 58 WASHINGTON DRIVE MORTGAGE AMT: 165,000.00 CITY CRANBURY :\ STATE/ZIP :\ LIFETIME RATE : 10.00000 NJ 08512 UNPAID BALANCE: 33,232.270 OPTION TO CONVERT : No MONTHLY P&I: 1,773.10 ANNUAL RATE ADJUST: 0.000 LTV : 62.29941 OUTSIDE CONV DATE: CURRENT INT 10.00000 MATURITY DATE: 08/01/01 RATE: 02 -------------------------------------------------------------------------------- LN # 0001208214 MORTGAGORS: HOLLEY, CURTIS HOLLEY, SHIRLEY ADDRESS : LOY 60.01, BLOCK 98,108 P MORTGAGE AMT: 150,000.00 CITY PARSIPPANY-TROY HILL :\ STATE/ZIP :\ LIFETIME RATE : 10.50000 NJ 07054 UNPAID BALANCE: 34,353.080 OPTION TO CONVERT : No MONTHLY P&I: 1,658.10 ANNUAL RATE ADJUST: 0.000 LTV : 65.21739 OUTSIDE CONV DATE: CURRENT INT 10.50000 MATURITY DATE: 04/01/01 RATE: 02 -------------------------------------------------------------------------------- LN # 0001223197 MORTGAGORS: SZIDON, RAUL SZIDON, NATALIA ADDRESS : 27 NORTH GLENWOOD ROAD MORTGAGE AMT: 100,000.00 CITY WEST MILFORD TOWNSHI :\ STATE/ZIP :\ LIFETIME RATE : 9.75000 NJ 07480 UNPAID BALANCE: 24,616.750 OPTION TO CONVERT : No MONTHLY P&I: 1,059.37 ANNUAL RATE ADJUST: 0.000 LTV : 40.81632 OUTSIDE CONV DATE: CURRENT INT 9.75000 MATURITY DATE: 07/01/01 RATE: 02 -------------------------------------------------------------------------------- LN # 0001243955 MORTGAGORS: KNOTTS, GEORGE KNOTTS, PATRICIA ADDRESS : 8950 WESTERN PINES COURT MORTGAGE AMT: 83,250.00 CITY DOUGLASVILLE :\ STATE/ZIP :\ LIFETIME RATE : 10.00000 GA 30134 UNPAID BALANCE: 22,256.590 OPTION TO CONVERT : No MONTHLY P&I: 894.61 ANNUAL RATE ADJUST: 0.000 LTV : 74.33035 OUTSIDE CONV DATE: CURRENT INT 10.00000 MATURITY DATE: 09/01/01 RATE: 02 -------------------------------------------------------------------------------- LN # 0001253277 MORTGAGORS: WU, JOHNSTON WU, WINNIE ADDRESS : 1034 BERGEN BOULEVARD MORTGAGE AMT: 96,000.00 CITY FORT LEE BOROUGH :\ STATE/ZIP :\ LIFETIME RATE : 10.62500 NJ 07024 UNPAID BALANCE: 23,297.180 OPTION TO CONVERT : No MONTHLY P&I: 1,068.64 ANNUAL RATE ADJUST: 0.000 LTV : 35.55555 OUTSIDE CONV DATE: CURRENT INT 10.62500 MATURITY DATE: 07/01/01 RATE: 02 -------------------------------------------------------------------------------- LN # 0001312230 MORTGAGORS: MOROCH, MICHAEL ADDRESS : 15 HERITAGE MANOR DRIVE MORTGAGE AMT: 85,000.00 CITY WAYNE TOWNSHIP :\ STATE/ZIP :\ LIFETIME RATE : 9.75000 NJ 07470 UNPAID BALANCE: 4,329.750 OPTION TO CONVERT : No MONTHLY P&I: 900.46 ANNUAL RATE ADJUST: 0.000 LTV : 43.36734 OUTSIDE CONV DATE: CURRENT INT 9.75000 MATURITY DATE: 10/01/01 RATE: 02 -------------------------------------------------------------------------------- LN # 0001314145 MORTGAGORS: MACHIDA, KOHJI ADDRESS : 520 RIVERDALE BOULEVARD MORTGAGE AMT: 105,000.00 CITY BOROUGH OF POMPTON L :\ STATE/ZIP :\ LIFETIME RATE : 9.87500 NJ 07442 UNPAID BALANCE: 19,800.840 OPTION TO CONVERT : No MONTHLY P&I: 1,120.32 ANNUAL RATE ADJUST: 0.000 LTV : 60.00000 OUTSIDE CONV DATE: CURRENT INT 9.87500 MATURITY DATE: 10/01/01 RATE: 02 -------------------------------------------------------------------------------- LN # 0001316595 MORTGAGORS: KIM, HAK KIM, OK ADDRESS : 524 BRIAN DRIVE MORTGAGE AMT: 75,000.00 CITY CHERRY HILL :\ STATE/ZIP :\ LIFETIME RATE : 9.87500 NJ 08003 UNPAID BALANCE: 18,578.560 OPTION TO CONVERT : No MONTHLY P&I: 800.23 ANNUAL RATE ADJUST: 0.000 LTV : 48.38709 OUTSIDE CONV DATE: CURRENT INT 9.87500 MATURITY DATE: 07/01/01 RATE: 02 -------------------------------------------------------------------------------- LN # 0001339530 MORTGAGORS: CHIN, YU CHIN, SIU ADDRESS : 35 FIELDSTONE DRIVE MORTGAGE AMT: 75,000.00 CITY SOMERVILLE :\ STATE/ZIP :\ LIFETIME RATE : 9.87500 NJ 08876 UNPAID BALANCE: 20,895.690 OPTION TO CONVERT : No MONTHLY P&I: 800.23 ANNUAL RATE ADJUST: 0.000 LTV : 48.38709 OUTSIDE CONV DATE: CURRENT INT 9.87500 MATURITY DATE: 11/01/01 RATE: 02 -------------------------------------------------------------------------------- LN # 0001343599 MORTGAGORS: SCARAFONE, DANIEL SCARAFONE, ANNA ADDRESS : 1491 CORTEZ ROAD MORTGAGE AMT: 75,000.00 CITY WHITPAIN :\ STATE/ZIP :\ LIFETIME RATE : 9.75000 PA 19401 UNPAID BALANCE: 21,069.720 OPTION TO CONVERT : No MONTHLY P&I: 794.53 ANNUAL RATE ADJUST: 0.000 LTV : 64.65517 OUTSIDE CONV DATE: CURRENT INT 9.75000 MATURITY DATE: 11/01/01 RATE: 02 -------------------------------------------------------------------------------- LN # 0001378603 MORTGAGORS: SABANI, BASKIM SABANI, SHERZADE ADDRESS : 29 CYPRESS AVENUE MORTGAGE AMT: 112,500.00 CITY BOROUGH OF LINCOLN P :\ STATE/ZIP :\ LIFETIME RATE : 10.00000 NJ 07035 UNPAID BALANCE: 31,802.790 OPTION TO CONVERT : No MONTHLY P&I: 1,208.94 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 10.00000 MATURITY DATE: 11/01/01 RATE: 02 -------------------------------------------------------------------------------- LN # 0001392190 MORTGAGORS: DAVIS, HARDGE DAVIS, JACQUELYN ADDRESS : 60 BENJAMIN BOULEVARD MORTGAGE AMT: 110,000.00 CITY TOWNSHIP OF STAFFORD :\ STATE/ZIP :\ LIFETIME RATE : 9.87500 NJ 08050 UNPAID BALANCE: 29,207.090 OPTION TO CONVERT : No MONTHLY P&I: 1,173.67 ANNUAL RATE ADJUST: 0.000 LTV : 68.12959 OUTSIDE CONV DATE: CURRENT INT 9.87500 MATURITY DATE: 09/01/01 RATE: 02 -------------------------------------------------------------------------------- LN # 0001402395 MORTGAGORS: PARSI, ROUZBEH PARSI, SHAHIN ADDRESS : 330 BRYN MAWR AVENUE MORTGAGE AMT: 209,950.00 CITY RADNOR TOWNSHIP :\ STATE/ZIP :\ LIFETIME RATE : 9.87500 PA 19010 UNPAID BALANCE: 59,334.030 OPTION TO CONVERT : No MONTHLY P&I: 2,240.11 ANNUAL RATE ADJUST: 0.000 LTV : 74.99553 OUTSIDE CONV DATE: CURRENT INT 9.87500 MATURITY DATE: 11/01/01 RATE: 02 -------------------------------------------------------------------------------- LN # 0001402932 MORTGAGORS: SIN, YONG SIN, CHONG ADDRESS : 5 BANNER ROAD MORTGAGE AMT: 92,500.00 CITY CHERRY HILL TWP :\ STATE/ZIP :\ LIFETIME RATE : 9.87500 NJ 08003 UNPAID BALANCE: 24,586.400 OPTION TO CONVERT : No MONTHLY P&I: 986.95 ANNUAL RATE ADJUST: 0.000 LTV : 72.54902 OUTSIDE CONV DATE: CURRENT INT 9.87500 MATURITY DATE: 09/01/01 RATE: 02 -------------------------------------------------------------------------------- LN # 0001436187 MORTGAGORS: PETROU, SOTIRIOS PETROU, FANY ADDRESS : 28 WEST WOODSIDE AVENUE MORTGAGE AMT: 161,250.00 CITY BROOKHAVEN TOWN :\ STATE/ZIP :\ LIFETIME RATE : 10.50000 NY 11772 UNPAID BALANCE: 48,211.330 OPTION TO CONVERT : No MONTHLY P&I: 1,782.46 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 10.50000 MATURITY DATE: 12/01/01 RATE: 02 -------------------------------------------------------------------------------- LN # 0004870044 MORTGAGORS: RAMINFARD, MEHRAN ADDRESS : 42 HIGHLAND BOULEVARD MORTGAGE AMT: 294,000.00 CITY HUNTINGTON :\ STATE/ZIP :\ LIFETIME RATE : 8.50000 NY 11746 UNPAID BALANCE: 173,423.590 OPTION TO CONVERT : No MONTHLY P&I: 2,895.14 ANNUAL RATE ADJUST: 0.000 LTV : 70.00000 OUTSIDE CONV DATE: CURRENT INT 8.50000 MATURITY DATE: 03/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004888772 MORTGAGORS: CHA, HYO CHA, CHRISTINE ADDRESS : 1825 MILLBURNE RD MORTGAGE AMT: 350,000.00 CITY LAKE FOREST :\ STATE/ZIP :\ LIFETIME RATE : 7.87500 IL 60045 UNPAID BALANCE: 225,385.390 OPTION TO CONVERT : No MONTHLY P&I: 3,319.58 ANNUAL RATE ADJUST: 0.000 LTV : 63.63636 OUTSIDE CONV DATE: CURRENT INT 7.87500 MATURITY DATE: 02/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004899845 MORTGAGORS: IPPOLITO, THOMAS IPPOLITO, JOANNE ADDRESS : 11 DURHAM PLACE MORTGAGE AMT: 245,000.00 CITY BROOKHAVEN :\ STATE/ZIP :\ LIFETIME RATE : 8.25000 NY 11795 UNPAID BALANCE: 165,398.780 OPTION TO CONVERT : No MONTHLY P&I: 2,376.85 ANNUAL RATE ADJUST: 0.000 LTV : 76.56250 OUTSIDE CONV DATE: CURRENT INT 8.25000 MATURITY DATE: 04/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004907713 MORTGAGORS: COKER, RICHARD COKER, KRISTIN ADDRESS : 408 COCONUT ISLE DRIVE MORTGAGE AMT: 325,000.00 CITY FORT LAUDERDALE :\ STATE/ZIP :\ LIFETIME RATE : 8.25000 FL 33301 UNPAID BALANCE: 215,916.710 OPTION TO CONVERT : No MONTHLY P&I: 3,152.96 ANNUAL RATE ADJUST: 0.000 LTV : 60.18500 OUTSIDE CONV DATE: CURRENT INT 8.25000 MATURITY DATE: 02/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004910824 MORTGAGORS: LANDAU, BART LANDAU, BARBARA ADDRESS : 1405 SPRING MILL ROAD MORTGAGE AMT: 650,000.00 CITY LOWER MERION TOWNSHI :\ STATE/ZIP :\ LIFETIME RATE : 7.75000 PA 19035 UNPAID BALANCE: 430,076.530 OPTION TO CONVERT : No MONTHLY P&I: 6,118.30 ANNUAL RATE ADJUST: 0.000 LTV : 68.42105 OUTSIDE CONV DATE: CURRENT INT 7.75000 MATURITY DATE: 03/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004930541 MORTGAGORS: REMISOVSKY, GEORGE ADDRESS : 1500 HARBOR BOULEVARD, UN MORTGAGE AMT: 240,000.00 CITY WEEHAWKEN :\ STATE/ZIP :\ LIFETIME RATE : 8.00000 NJ 07087 UNPAID BALANCE: 157,339.220 OPTION TO CONVERT : No MONTHLY P&I: 2,293.57 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 8.00000 MATURITY DATE: 01/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004931507 MORTGAGORS: TAPALAGA, JOHN TAPALAGA, MARIA ADDRESS : 43 HILLTOP DRIVE MORTGAGE AMT: 510,000.00 CITY MELVILLE :\ STATE/ZIP :\ LIFETIME RATE : 8.25000 NY 11747 UNPAID BALANCE: 339,122.990 OPTION TO CONVERT : No MONTHLY P&I: 4,947.72 ANNUAL RATE ADJUST: 0.000 LTV : 63.75000 OUTSIDE CONV DATE: CURRENT INT 8.25000 MATURITY DATE: 03/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004938528 MORTGAGORS: REDDY, KANDULA REDDY, KANDULA ADDRESS : 1167 CANTERBURY DRIVE MORTGAGE AMT: 210,000.00 CITY UPPER GWYNEDD :\ STATE/ZIP :\ LIFETIME RATE : 7.87500 PA 19446 UNPAID BALANCE: 109,843.340 OPTION TO CONVERT : No MONTHLY P&I: 1,991.75 ANNUAL RATE ADJUST: 0.000 LTV : 79.24528 OUTSIDE CONV DATE: CURRENT INT 7.87500 MATURITY DATE: 02/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004938916 MORTGAGORS: LEHMAN, HERBERT LEHMAN, SUSAN ADDRESS : 118 MARK LANE MORTGAGE AMT: 344,000.00 CITY ATLANTIC BEACH :\ STATE/ZIP :\ LIFETIME RATE : 8.00000 NY 11509 UNPAID BALANCE: 234,271.910 OPTION TO CONVERT : No MONTHLY P&I: 3,287.45 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 8.00000 MATURITY DATE: 06/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004945408 MORTGAGORS: HEWITT, EMILY ACHESON, ELEANOR ADDRESS : 156 HAMMOND STREET MORTGAGE AMT: 360,000.00 CITY NEWTON :\ STATE/ZIP :\ LIFETIME RATE : 8.37500 MA 02167 UNPAID BALANCE: 247,267.140 OPTION TO CONVERT : No MONTHLY P&I: 3,518.74 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 8.37500 MATURITY DATE: 06/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004950135 MORTGAGORS: DOUGHERTY, JOHN DOUGHERTY, DEANNA ADDRESS : 113 SHIPMASTER DRIVE MORTGAGE AMT: 216,000.00 CITY BRIGANTINE :\ STATE/ZIP :\ LIFETIME RATE : 8.00000 NJ 08203 UNPAID BALANCE: 142,712.480 OPTION TO CONVERT : No MONTHLY P&I: 2,064.21 ANNUAL RATE ADJUST: 0.000 LTV : 33.48837 OUTSIDE CONV DATE: CURRENT INT 8.00000 MATURITY DATE: 02/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004955365 MORTGAGORS: GOLZARI, IRAJ KARIMIZADEGAN, TAHEREH ADDRESS : 437 WALL'S WAY MORTGAGE AMT: 647,000.00 CITY OSPREY :\ STATE/ZIP :\ LIFETIME RATE : 7.75000 FL 34229 UNPAID BALANCE: 428,107.860 OPTION TO CONVERT : No MONTHLY P&I: 6,090.06 ANNUAL RATE ADJUST: 0.000 LTV : 69.94500 OUTSIDE CONV DATE: CURRENT INT 7.75000 MATURITY DATE: 03/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004962775 MORTGAGORS: TRIPOLI, ANTONIO TRIPOLI, ISABELLA ADDRESS : 264AA SIDNEY SCHOOL ROAD MORTGAGE AMT: 245,000.00 CITY FRANKLIN TWP :\ STATE/ZIP :\ LIFETIME RATE : 7.87500 NJ 08801 UNPAID BALANCE: 162,625.780 OPTION TO CONVERT : No MONTHLY P&I: 2,323.71 ANNUAL RATE ADJUST: 0.000 LTV : 59.75609 OUTSIDE CONV DATE: CURRENT INT 7.87500 MATURITY DATE: 03/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004963922 MORTGAGORS: SILVERMAN, ARNOLD SILVERMAN, SUSAN ADDRESS : 2019 HIGH POINTE DRIVE MORTGAGE AMT: 282,000.00 CITY MURRYSVILLE :\ STATE/ZIP :\ LIFETIME RATE : 7.87500 PA 15668 UNPAID BALANCE: 123,723.220 OPTION TO CONVERT : No MONTHLY P&I: 2,674.63 ANNUAL RATE ADJUST: 0.000 LTV : 77.26027 OUTSIDE CONV DATE: CURRENT INT 7.87500 MATURITY DATE: 02/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004964136 MORTGAGORS: DICKERSON, JAMES DICKERSON, CAROL ADDRESS : 701 N. OVERLOOK DRIVE MORTGAGE AMT: 258,750.00 CITY ALEXANDRIA :\ STATE/ZIP :\ LIFETIME RATE : 7.75000 VA 22305 UNPAID BALANCE: 171,209.340 OPTION TO CONVERT : No MONTHLY P&I: 2,435.56 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 7.75000 MATURITY DATE: 03/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004964714 MORTGAGORS: ENDICOTT, JOHN ENDICOTT, JUDITH ADDRESS : 1470 MUNDOCK ROAD MORTGAGE AMT: 210,000.00 CITY DRESHER :\ STATE/ZIP :\ LIFETIME RATE : 8.00000 PA 19020 UNPAID BALANCE: 139,812.030 OPTION TO CONVERT : No MONTHLY P&I: 2,006.87 ANNUAL RATE ADJUST: 0.000 LTV : 63.63636 OUTSIDE CONV DATE: CURRENT INT 8.00000 MATURITY DATE: 03/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004964763 MORTGAGORS: GHADRY, INSAF GHADRY, FARID ADDRESS : 7411 CRESTBERRY LANE MORTGAGE AMT: 205,000.00 CITY BETHESDA :\ STATE/ZIP :\ LIFETIME RATE : 8.00000 MD 20817 UNPAID BALANCE: 137,360.290 OPTION TO CONVERT : No MONTHLY P&I: 1,959.09 ANNUAL RATE ADJUST: 0.000 LTV : 56.94444 OUTSIDE CONV DATE: CURRENT INT 8.00000 MATURITY DATE: 04/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004969812 MORTGAGORS: HASKINS, D. HASKINS, LISA ADDRESS : 13501 FORK ROAD MORTGAGE AMT: 218,000.00 CITY BALDWIN :\ STATE/ZIP :\ LIFETIME RATE : 8.00000 MD 21013 UNPAID BALANCE: 117,623.060 OPTION TO CONVERT : No MONTHLY P&I: 2,083.33 ANNUAL RATE ADJUST: 0.000 LTV : 62.28571 OUTSIDE CONV DATE: CURRENT INT 8.00000 MATURITY DATE: 04/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004970000 MORTGAGORS: CAMPBELL, JOHN CAMPBELL, KARIN ADDRESS : 2333 CHESTER SPRINGS ROAD MORTGAGE AMT: 295,000.00 CITY WEST VINCENT TOWNSHI :\ STATE/ZIP :\ LIFETIME RATE : 7.87500 PA 19425 UNPAID BALANCE: 173,573.150 OPTION TO CONVERT : No MONTHLY P&I: 2,797.93 ANNUAL RATE ADJUST: 0.000 LTV : 73.75000 OUTSIDE CONV DATE: CURRENT INT 7.87500 MATURITY DATE: 03/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004971990 MORTGAGORS: CARCHIDI, JAMES CARCHIDI, LINDA ADDRESS : 60 HIGH RIDGE TRAIL MORTGAGE AMT: 380,000.00 CITY MECHANICSBURG :\ STATE/ZIP :\ LIFETIME RATE : 7.87500 PA 17055 UNPAID BALANCE: 186,671.880 OPTION TO CONVERT : No MONTHLY P&I: 3,604.11 ANNUAL RATE ADJUST: 0.000 LTV : 79.33194 OUTSIDE CONV DATE: CURRENT INT 7.87500 MATURITY DATE: 04/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004974143 MORTGAGORS: SCHLOO, BETSY ADDRESS : 2 WILCOTE WAY MORTGAGE AMT: 300,000.00 CITY MEDFORD TOWNSHIP :\ STATE/ZIP :\ LIFETIME RATE : 7.75000 NJ 08055 UNPAID BALANCE: 197,575.730 OPTION TO CONVERT : No MONTHLY P&I: 2,823.83 ANNUAL RATE ADJUST: 0.000 LTV : 78.53403 OUTSIDE CONV DATE: CURRENT INT 7.75000 MATURITY DATE: 03/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004976510 MORTGAGORS: GRAZIANO, DOMENIC GRAZIANO, JOAN ADDRESS : 100 WINDSONG DRIVE MORTGAGE AMT: 226,100.00 CITY DOYLESTOWN TOWNSHIP :\ STATE/ZIP :\ LIFETIME RATE : 8.00000 PA 18901 UNPAID BALANCE: 120,624.490 OPTION TO CONVERT : No MONTHLY P&I: 2,160.73 ANNUAL RATE ADJUST: 0.000 LTV : 70.00000 OUTSIDE CONV DATE: CURRENT INT 8.00000 MATURITY DATE: 04/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004988507 MORTGAGORS: FROMM, HANS FROMM, SHARON ADDRESS : 5614 KIRKSIDE DRIVE MORTGAGE AMT: 240,000.00 CITY CHEVY CHASE :\ STATE/ZIP :\ LIFETIME RATE : 8.25000 MD 20815 UNPAID BALANCE: 139,668.660 OPTION TO CONVERT : No MONTHLY P&I: 2,328.34 ANNUAL RATE ADJUST: 0.000 LTV : 38.09523 OUTSIDE CONV DATE: CURRENT INT 8.25000 MATURITY DATE: 04/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004990016 MORTGAGORS: MAGID, LARRY MAGID, BARBARA ADDRESS : 109 SOUTH 14TH AVENUE MORTGAGE AMT: 537,000.00 CITY LONGPORT :\ STATE/ZIP :\ LIFETIME RATE : 7.87500 NJ 08403 UNPAID BALANCE: 248,875.460 OPTION TO CONVERT : No MONTHLY P&I: 5,093.18 ANNUAL RATE ADJUST: 0.000 LTV : 58.05400 OUTSIDE CONV DATE: CURRENT INT 7.87500 MATURITY DATE: 04/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0004998407 MORTGAGORS: TASIGIANNIS, DIMITRIOS TASIGIANNIS, BARBARA ADDRESS : 52 ASH STREET MORTGAGE AMT: 226,000.00 CITY ENGLEWOOD CLIFFS :\ STATE/ZIP :\ LIFETIME RATE : 8.00000 NJ 07632 UNPAID BALANCE: 139,668.350 OPTION TO CONVERT : No MONTHLY P&I: 2,159.78 ANNUAL RATE ADJUST: 0.000 LTV : 50.22200 OUTSIDE CONV DATE: CURRENT INT 8.00000 MATURITY DATE: 04/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0005203625 MORTGAGORS: GROSS, JOHN GROSS, KATE ADDRESS : 80 BRAEBURN DRIVE MORTGAGE AMT: 325,000.00 CITY NEW CANAAN :\ STATE/ZIP :\ LIFETIME RATE : 7.87500 CT 06840 UNPAID BALANCE: 219,030.350 OPTION TO CONVERT : No MONTHLY P&I: 3,082.47 ANNUAL RATE ADJUST: 0.000 LTV : 59.09091 OUTSIDE CONV DATE: CURRENT INT 7.87500 MATURITY DATE: 05/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0005225206 MORTGAGORS: BACON, DARNELL ADDRESS : 13 SHINNECOCK COURT MORTGAGE AMT: 218,550.00 CITY MONROE TOWNSHIP :\ STATE/ZIP :\ LIFETIME RATE : 8.00000 NJ 08831 UNPAID BALANCE: 145,466.590 OPTION TO CONVERT : No MONTHLY P&I: 2,088.58 ANNUAL RATE ADJUST: 0.000 LTV : 78.33300 OUTSIDE CONV DATE: CURRENT INT 8.00000 MATURITY DATE: 04/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0005225909 MORTGAGORS: STILES, STEVEN STILES, SHERRY ADDRESS : 19772 ANADALE DRIVE MORTGAGE AMT: 500,000.00 CITY TARZANA :\ STATE/ZIP :\ LIFETIME RATE : 8.00000 CA 91356 UNPAID BALANCE: 332,934.720 OPTION TO CONVERT : No MONTHLY P&I: 4,778.27 ANNUAL RATE ADJUST: 0.000 LTV : 76.92307 OUTSIDE CONV DATE: CURRENT INT 8.00000 MATURITY DATE: 03/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0005248067 MORTGAGORS: DEPFER, CHARLES DEPFER, LINDA ADDRESS : 1400 BANCROFT PARKWAY MORTGAGE AMT: 240,000.00 CITY WILMINGTON :\ STATE/ZIP :\ LIFETIME RATE : 8.00000 DE 19808 UNPAID BALANCE: 141,448.440 OPTION TO CONVERT : No MONTHLY P&I: 2,293.57 ANNUAL RATE ADJUST: 0.000 LTV : 72.72727 OUTSIDE CONV DATE: CURRENT INT 8.00000 MATURITY DATE: 06/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0005257969 MORTGAGORS: KEENAN, MARY ANN MUNTER, MAXINE ADDRESS : 1672 PEMBROOK ROAD MORTGAGE AMT: 220,300.00 CITY UPPER DUBLIN TWP. :\ STATE/ZIP :\ LIFETIME RATE : 8.25000 PA 19002 UNPAID BALANCE: 71,036.250 OPTION TO CONVERT : No MONTHLY P&I: 2,137.22 ANNUAL RATE ADJUST: 0.000 LTV : 67.57600 OUTSIDE CONV DATE: CURRENT INT 8.25000 MATURITY DATE: 06/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0005266531 MORTGAGORS: BARONE, JOHN BARONE, ROSEMARIE ADDRESS : 38 BYRAM BAY ROAD MORTGAGE AMT: 255,000.00 CITY HOPAT CONG :\ STATE/ZIP :\ LIFETIME RATE : 8.37500 NJ 07843 UNPAID BALANCE: 92,980.060 OPTION TO CONVERT : No MONTHLY P&I: 2,492.44 ANNUAL RATE ADJUST: 0.000 LTV : 55.07559 OUTSIDE CONV DATE: CURRENT INT 8.37500 MATURITY DATE: 06/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0005270673 MORTGAGORS: LEE, PHILIP LEE, GRACE ADDRESS : 5 MARGARET PLACE MORTGAGE AMT: 250,000.00 CITY EAST BRUNSWICK :\ STATE/ZIP :\ LIFETIME RATE : 8.75000 NJ 08816 UNPAID BALANCE: 109,456.520 OPTION TO CONVERT : No MONTHLY P&I: 2,498.63 ANNUAL RATE ADJUST: 0.000 LTV : 70.02801 OUTSIDE CONV DATE: CURRENT INT 8.75000 MATURITY DATE: 05/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0005274089 MORTGAGORS: MAGANA, EDUARDO FOORD, NANCY ADDRESS : 527 SILVER AVENUE MORTGAGE AMT: 294,350.00 CITY HALF MOON BAY :\ STATE/ZIP :\ LIFETIME RATE : 8.75000 CA 94019 UNPAID BALANCE: 201,131.940 OPTION TO CONVERT : No MONTHLY P&I: 2,941.88 ANNUAL RATE ADJUST: 0.000 LTV : 74.99363 OUTSIDE CONV DATE: CURRENT INT 8.75000 MATURITY DATE: 04/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0005274477 MORTGAGORS: MACDONELL, KEITH MACDONELL, MARGARET ADDRESS : 912 CHERRY STREET MORTGAGE AMT: 220,000.00 CITY WINNETKA :\ STATE/ZIP :\ LIFETIME RATE : 8.87500 IL 60693 UNPAID BALANCE: 117,585.540 OPTION TO CONVERT : No MONTHLY P&I: 2,215.06 ANNUAL RATE ADJUST: 0.000 LTV : 74.57600 OUTSIDE CONV DATE: CURRENT INT 8.87500 MATURITY DATE: 04/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0005295803 MORTGAGORS: KIM, JEA KIM, YEONG ADDRESS : UNIT 106 BUILDING 9 14-1 MORTGAGE AMT: 235,000.00 CITY BAYSIDE :\ STATE/ZIP :\ LIFETIME RATE : 9.00000 NY 11360 UNPAID BALANCE: 129,585.500 OPTION TO CONVERT : No MONTHLY P&I: 2,383.53 ANNUAL RATE ADJUST: 0.000 LTV : 73.43700 OUTSIDE CONV DATE: CURRENT INT 9.00000 MATURITY DATE: 06/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0005298427 MORTGAGORS: NICHOLAS, MINAS NICHOLAS, EILEEN ADDRESS : 10 HALSTEAD WAY MORTGAGE AMT: 293,000.00 CITY MAHWAH :\ STATE/ZIP :\ LIFETIME RATE : 8.75000 NJ 07430 UNPAID BALANCE: 203,114.480 OPTION TO CONVERT : No MONTHLY P&I: 2,928.39 ANNUAL RATE ADJUST: 0.000 LTV : 73.25000 OUTSIDE CONV DATE: CURRENT INT 8.75000 MATURITY DATE: 06/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0005319959 MORTGAGORS: KINDSVATER, LARRY KINDSVATER, PATTIE ADDRESS : 6901 MCLEAN PROVINCE CIRC MORTGAGE AMT: 234,400.00 CITY FALLS CHURCH :\ STATE/ZIP :\ LIFETIME RATE : 8.25000 VA 22043 UNPAID BALANCE: 160,589.430 OPTION TO CONVERT : No MONTHLY P&I: 2,274.01 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 8.25000 MATURITY DATE: 06/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0005352455 MORTGAGORS: RAINONE, SEBASTIAN RAINONE, PATRICIA ADDRESS : 113 SCARLET DRIVE MORTGAGE AMT: 223,000.00 CITY CONSHOHOCKEN, PLYMOU :\ STATE/ZIP :\ LIFETIME RATE : 8.37500 PA 19428 UNPAID BALANCE: 153,234.840 OPTION TO CONVERT : No MONTHLY P&I: 2,179.67 ANNUAL RATE ADJUST: 0.000 LTV : 89.20000 OUTSIDE CONV DATE: CURRENT INT 8.37500 MATURITY DATE: 06/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0005386743 MORTGAGORS: NGUYEN, GIANG NGUYEN, OANH ADDRESS : 3534 PINETREE TERRACE MORTGAGE AMT: 350,000.00 CITY FALLS CHURCH :\ STATE/ZIP :\ LIFETIME RATE : 8.25000 VA 22041 UNPAID BALANCE: 217,915.240 OPTION TO CONVERT : No MONTHLY P&I: 3,395.50 ANNUAL RATE ADJUST: 0.000 LTV : 52.63157 OUTSIDE CONV DATE: CURRENT INT 8.25000 MATURITY DATE: 06/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0005387451 MORTGAGORS: SONG, PYONG SONG, HYON ADDRESS : 10204 WETHERBURN ROAD MORTGAGE AMT: 215,000.00 CITY ELLICOTT CITY :\ STATE/ZIP :\ LIFETIME RATE : 8.37500 MD 21042 UNPAID BALANCE: 118,348.180 OPTION TO CONVERT : No MONTHLY P&I: 2,101.47 ANNUAL RATE ADJUST: 0.000 LTV : 69.35483 OUTSIDE CONV DATE: CURRENT INT 8.37500 MATURITY DATE: 06/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0005404876 MORTGAGORS: MORAN, JOHN MORAN, DORIS ADDRESS : 7 MIZZENMAST COURT MORTGAGE AMT: 236,200.00 CITY HILTON HEAD ISLAND :\ STATE/ZIP :\ LIFETIME RATE : 9.37500 SC 29928 UNPAID BALANCE: 121,330.960 OPTION TO CONVERT : No MONTHLY P&I: 2,448.68 ANNUAL RATE ADJUST: 0.000 LTV : 74.98400 OUTSIDE CONV DATE: CURRENT INT 9.37500 MATURITY DATE: 05/01/07 RATE: 02 -------------------------------------------------------------------------------- LN # 0007698848 MORTGAGORS: COLE, STEVEN COLE, MARY ADDRESS : LOT 10-R DEBRA DRIVE MORTGAGE AMT: 120,000.00 CITY KNOXVILLE :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 TN 37931 UNPAID BALANCE: 114,437.580 OPTION TO CONVERT : No MONTHLY P&I: 1,070.23 ANNUAL RATE ADJUST: 0.000 LTV : 43.63600 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/13 RATE: 02 -------------------------------------------------------------------------------- LN # 0007707631 MORTGAGORS: ECKLES, GEORGE ECKLES, MARY ADDRESS : 2811 WINDSONG PLACE MORTGAGE AMT: 410,000.00 CITY MURFREESBORO :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 TN 37129 UNPAID BALANCE: 396,581.160 OPTION TO CONVERT : No MONTHLY P&I: 3,656.61 ANNUAL RATE ADJUST: 0.000 LTV : 68.67600 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 07/01/13 RATE: 02 -------------------------------------------------------------------------------- LN # 0007707714 MORTGAGORS: CHANDRA, CHANNAPPA ADDRESS : 4134 HAMILL ROAD MORTGAGE AMT: 410,000.00 CITY HIXSON :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 TN 37343 UNPAID BALANCE: 359,734.660 OPTION TO CONVERT : No MONTHLY P&I: 3,656.60 ANNUAL RATE ADJUST: 0.000 LTV : 71.30434 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 07/01/13 RATE: 02 -------------------------------------------------------------------------------- LN # 0007707730 MORTGAGORS: HAALAND, DOUGLAS HAALAND, DIANE ADDRESS : 10324 CASTLEBRIDGE COUR MORTGAGE AMT: 243,632.83 CITY KNOXVILLE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 TN 37922 UNPAID BALANCE: 233,909.720 OPTION TO CONVERT : No MONTHLY P&I: 2,155.93 ANNUAL RATE ADJUST: 0.000 LTV : 74.96394 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 05/01/13 RATE: 02 -------------------------------------------------------------------------------- LN # 0007707870 MORTGAGORS: MILLER, DAVID MILLER, MARY ADDRESS : 12361 WINDTREE BLVD. MORTGAGE AMT: 181,232.40 CITY SEMINOLE :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 FL 34642 UNPAID BALANCE: 168,256.460 OPTION TO CONVERT : No MONTHLY P&I: 2,154.49 ANNUAL RATE ADJUST: 0.000 LTV : 62.92700 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 01/01/08 RATE: 02 -------------------------------------------------------------------------------- LN # 0007707946 MORTGAGORS: TAYLOR, WILLIAM ADDRESS : 101 CARRIAGE COURT MORTGAGE AMT: 400,000.00 CITY PONTE VEDRA BEACH :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 FL 32082 UNPAID BALANCE: 381,029.160 OPTION TO CONVERT : No MONTHLY P&I: 3,660.69 ANNUAL RATE ADJUST: 0.000 LTV : 75.47100 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 06/01/12 RATE: 02 -------------------------------------------------------------------------------- LN # 0007784341 MORTGAGORS: ROWE, RONALD ROWE, NANCY ADDRESS : SOUTH WATER STREET MORTGAGE AMT: 50,001.00 CITY ORBISONIA :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 PA 17243 UNPAID BALANCE: 49,030.390 OPTION TO CONVERT : No MONTHLY P&I: 445.93 ANNUAL RATE ADJUST: 0.000 LTV : 58.14000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 11/01/13 RATE: 02 -------------------------------------------------------------------------------- LN # 0007784507 MORTGAGORS: DIFLUMERI, ANTHONY DIFLUMERI, ANITA ADDRESS : 4 COVE POINT DRIVE MORTGAGE AMT: 104,000.00 CITY TOMS RIVER :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 NJ 08753 UNPAID BALANCE: 100,904.420 OPTION TO CONVERT : No MONTHLY P&I: 913.12 ANNUAL RATE ADJUST: 0.000 LTV : 63.03000 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 11/01/13 RATE: 02 -------------------------------------------------------------------------------- LN # 0007789985 MORTGAGORS: VAN ZANT, TONI FLAHERTY, PATRICK ADDRESS : 5408 GRAND LAKE STREET MORTGAGE AMT: 270,000.00 CITY HOUSTON :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 TX 77081 UNPAID BALANCE: 266,525.750 OPTION TO CONVERT : No MONTHLY P&I: 2,408.01 ANNUAL RATE ADJUST: 0.000 LTV : 79.88100 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 01/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007805492 MORTGAGORS: BOURDEAUX, HERB ADDRESS : 1615 WEST OSBORN ROAD MORTGAGE AMT: 40,500.00 CITY PHOENIX :\ STATE/ZIP :\ LIFETIME RATE : 7.62500 AZ 85015 UNPAID BALANCE: 40,134.760 OPTION TO CONVERT : No MONTHLY P&I: 378.32 ANNUAL RATE ADJUST: 0.000 LTV : 40.50000 OUTSIDE CONV DATE: CURRENT INT 7.62500 MATURITY DATE: 02/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0007805526 MORTGAGORS: JONES, SYDNEY JONES, COLLEEN ADDRESS : 12527 ASHFORD MEADOWS MORTGAGE AMT: 81,000.00 CITY HOUSTON :\ STATE/ZIP :\ LIFETIME RATE : 7.62500 TX 77082 UNPAID BALANCE: 80,269.490 OPTION TO CONVERT : No MONTHLY P&I: 756.65 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 7.62500 MATURITY DATE: 02/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0007805567 MORTGAGORS: BOURDEAUX, HERBERT ADDRESS : 27 WEST WILLETA STREET MORTGAGE AMT: 65,000.00 CITY PHOENIX :\ STATE/ZIP :\ LIFETIME RATE : 7.62500 AZ 85033 UNPAID BALANCE: 64,610.440 OPTION TO CONVERT : No MONTHLY P&I: 607.19 ANNUAL RATE ADJUST: 0.000 LTV : 34.57400 OUTSIDE CONV DATE: CURRENT INT 7.62500 MATURITY DATE: 03/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0007805591 MORTGAGORS: JONES, SYDNEY JONES, COLLEEN ADDRESS : 12630 ASHFORD MEADOWS MORTGAGE AMT: 78,750.00 CITY HOUSTON :\ STATE/ZIP :\ LIFETIME RATE : 7.62500 TX 77082 UNPAID BALANCE: 78,278.030 OPTION TO CONVERT : No MONTHLY P&I: 735.63 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 7.62500 MATURITY DATE: 03/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0007805625 MORTGAGORS: SMITH, BRENT ADDRESS : 700 EAST MESQUITE CIRCLE MORTGAGE AMT: 60,000.00 CITY TEMPE :\ STATE/ZIP :\ LIFETIME RATE : 7.62500 AZ 85281 UNPAID BALANCE: 59,458.890 OPTION TO CONVERT : No MONTHLY P&I: 560.48 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.62500 MATURITY DATE: 02/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0007805633 MORTGAGORS: SMITH, BRENT ADDRESS : 925 NORTH COLLEGE DRIVE C MORTGAGE AMT: 61,950.00 CITY TEMPE :\ STATE/ZIP :\ LIFETIME RATE : 7.62500 AZ 85281 UNPAID BALANCE: 61,391.310 OPTION TO CONVERT : No MONTHLY P&I: 578.69 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 7.62500 MATURITY DATE: 02/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0007805641 MORTGAGORS: SMITH, BRENT ADDRESS : 925 NORTH COLLEGE DRIVE I MORTGAGE AMT: 60,000.00 CITY TEMPE :\ STATE/ZIP :\ LIFETIME RATE : 7.62500 AZ 85281 UNPAID BALANCE: 59,458.890 OPTION TO CONVERT : No MONTHLY P&I: 560.48 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.62500 MATURITY DATE: 02/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0007805658 MORTGAGORS: SMITH, BRENT ADDRESS : 819 NORTH COLLEFE DRIVE # MORTGAGE AMT: 70,500.00 CITY TEMPE :\ STATE/ZIP :\ LIFETIME RATE : 7.62500 AZ 85281 UNPAID BALANCE: 69,864.200 OPTION TO CONVERT : No MONTHLY P&I: 658.56 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 7.62500 MATURITY DATE: 02/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0007805666 MORTGAGORS: DRABECK, GARY DRABECK, JERRY ADDRESS : 1811 DECATUR STREET MORTGAGE AMT: 55,800.00 CITY HOUSTON :\ STATE/ZIP :\ LIFETIME RATE : 7.50000 TX 77007 UNPAID BALANCE: 55,461.910 OPTION TO CONVERT : No MONTHLY P&I: 517.27 ANNUAL RATE ADJUST: 0.000 LTV : 90.00000 OUTSIDE CONV DATE: CURRENT INT 7.50000 MATURITY DATE: 03/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0007805716 MORTGAGORS: REDDY, SYAMA ADDRESS : 16597 EAST KENTUCKY AVENU MORTGAGE AMT: 130,500.00 CITY AURORA :\ STATE/ZIP :\ LIFETIME RATE : 8.00000 CO 80017 UNPAID BALANCE: 122,029.310 OPTION TO CONVERT : No MONTHLY P&I: 1,247.13 ANNUAL RATE ADJUST: 0.000 LTV : 90.00000 OUTSIDE CONV DATE: CURRENT INT 8.00000 MATURITY DATE: 08/01/12 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0007805880 MORTGAGORS: KEPPINGER, JAMES ADDRESS : 6001 N. VANCOUVER AVENUE MORTGAGE AMT: 105,000.00 CITY PORTLAND :\ STATE/ZIP :\ LIFETIME RATE : 8.50000 OR 97217 UNPAID BALANCE: 99,119.560 OPTION TO CONVERT : No MONTHLY P&I: 1,033.98 ANNUAL RATE ADJUST: 0.000 LTV : 57.69200 OUTSIDE CONV DATE: CURRENT INT 8.50000 MATURITY DATE: 10/01/12 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0007805906 MORTGAGORS: ALDRIDGE, JEROLD ALDRIDGE, SHERRY ADDRESS : 1718 NORTH 900 ROAD MORTGAGE AMT: 107,905.30 CITY BALDWIN CITY :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 KS 66006 UNPAID BALANCE: 105,681.460 OPTION TO CONVERT : No MONTHLY P&I: 994.45 ANNUAL RATE ADJUST: 0.000 LTV : 82.37000 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 10/01/12 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0007810674 MORTGAGORS: BROWN, KAREN ADDRESS : 805 EAST ESCALANTE DRIVE MORTGAGE AMT: 158,000.00 CITY ST GEORGE :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 UT 84790 UNPAID BALANCE: 156,479.560 OPTION TO CONVERT : No MONTHLY P&I: 1,409.13 ANNUAL RATE ADJUST: 0.000 LTV : 69.91100 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 02/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007810708 MORTGAGORS: DEMARIA, CHRISTOPHER DEMARIA, MELISSA ADDRESS : 18971 CROOKED LANE MORTGAGE AMT: 309,200.00 CITY LUTZ :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 FL 33549 UNPAID BALANCE: 307,179.000 OPTION TO CONVERT : No MONTHLY P&I: 2,714.76 ANNUAL RATE ADJUST: 0.000 LTV : 61.84000 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007810864 MORTGAGORS: PATTERSON, DONALD PATTERSON, LESLIE ADDRESS : 909 EAST SAN ANGELO AVENU MORTGAGE AMT: 320,000.00 CITY GILBERT :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 AZ 85234 UNPAID BALANCE: 317,952.960 OPTION TO CONVERT : No MONTHLY P&I: 2,853.93 ANNUAL RATE ADJUST: 0.000 LTV : 60.15000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007810906 MORTGAGORS: COX, JOHN COX, ALISA ADDRESS : 5124 WEATHERBEE COURT MORTGAGE AMT: 276,000.00 CITY LILBURN :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 GA 30047 UNPAID BALANCE: 274,215.290 OPTION TO CONVERT : No MONTHLY P&I: 2,442.35 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007811011 MORTGAGORS: HERMAN, TODD HERMAN, SUSAN ADDRESS : 1977 BOXWOOD DRIVE MORTGAGE AMT: 300,000.00 CITY NEWTOWN :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 PA 18940 UNPAID BALANCE: 297,050.550 OPTION TO CONVERT : No MONTHLY P&I: 2,633.99 ANNUAL RATE ADJUST: 0.000 LTV : 54.34900 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 02/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007811110 MORTGAGORS: CHANG, TAI HO KAO, WENDY ADDRESS : 2 TOWER RD MORTGAGE AMT: 320,000.00 CITY BRIDGEWATER :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 NJ 08807 UNPAID BALANCE: 315,837.300 OPTION TO CONVERT : No MONTHLY P&I: 2,831.72 ANNUAL RATE ADJUST: 0.000 LTV : 63.36600 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007811227 MORTGAGORS: FINNEY, SANDRA FINNEY, TIMOTHY ADDRESS : 17632 MYRTLEWOOD DR MORTGAGE AMT: 304,400.00 CITY CHESTERFIEL :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 MO 63005 UNPAID BALANCE: 302,431.640 OPTION TO CONVERT : No MONTHLY P&I: 2,693.67 ANNUAL RATE ADJUST: 0.000 LTV : 74.24300 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007811433 MORTGAGORS: PHILLIPS, JOHN PHILLIPS, NANCY ADDRESS : 2800 SHADOW LAKE ROAD MORTGAGE AMT: 362,500.00 CITY BLACKSBURG :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 VA 24060 UNPAID BALANCE: 358,897.870 OPTION TO CONVERT : No MONTHLY P&I: 3,157.77 ANNUAL RATE ADJUST: 0.000 LTV : 71.07800 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 02/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007811441 MORTGAGORS: CURETON, JYTTE ADDRESS : 3625 E PARK AVE MORTGAGE AMT: 272,700.00 CITY PHOENIX :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 AZ 85044 UNPAID BALANCE: 269,979.850 OPTION TO CONVERT : No MONTHLY P&I: 2,451.11 ANNUAL RATE ADJUST: 0.000 LTV : 89.40900 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 02/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007811458 MORTGAGORS: HENDRIKS, CORNELIS HENDRIKS, ELIZABETH HENDRIKS, ELIZABETH ADDRESS : 1017 LYLEBOURNE CT MORTGAGE AMT: 272,000.00 CITY APEX :\ STATE/ZIP :\ LIFETIME RATE : 6.25000 NC 27502 UNPAID BALANCE: 268,546.710 OPTION TO CONVERT : No MONTHLY P&I: 2,561.79 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.25000 MATURITY DATE: 01/01/12 RATE: 02 -------------------------------------------------------------------------------- LN # 0007811508 MORTGAGORS: CHEN, THOMAS CHEN, DIANE ADDRESS : 11911 S FOX DEN DR MORTGAGE AMT: 265,000.00 CITY KNOXVILLE :\ STATE/ZIP :\ LIFETIME RATE : 6.37500 TN 37922 UNPAID BALANCE: 261,822.810 OPTION TO CONVERT : No MONTHLY P&I: 2,992.20 ANNUAL RATE ADJUST: 0.000 LTV : 61.62700 OUTSIDE CONV DATE: CURRENT INT 6.37500 MATURITY DATE: 03/01/09 RATE: 02 -------------------------------------------------------------------------------- LN # 0007812829 MORTGAGORS: HOMES, HENRY HOMES, MADELEINE ADDRESS : 3 WATERBURY COURT MORTGAGE AMT: 400,000.00 CITY BALTIMORE :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 MD 21212 UNPAID BALANCE: 397,385.510 OPTION TO CONVERT : No MONTHLY P&I: 3,511.98 ANNUAL RATE ADJUST: 0.000 LTV : 30.76900 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007812837 MORTGAGORS: GREEN, MICAH ADDRESS : 10413 DEMOCRACY LANE MORTGAGE AMT: 475,000.00 CITY POTOMAC :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 MD 20854 UNPAID BALANCE: 473,451.920 OPTION TO CONVERT : No MONTHLY P&I: 4,170.48 ANNUAL RATE ADJUST: 0.000 LTV : 77.86800 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007812845 MORTGAGORS: LUSTER, SUSAN ADDRESS : 3238 HISTORY DRIVE MORTGAGE AMT: 259,300.00 CITY OAKTON :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 VA 22124 UNPAID BALANCE: 257,605.160 OPTION TO CONVERT : No MONTHLY P&I: 2,276.64 ANNUAL RATE ADJUST: 0.000 LTV : 64.02400 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007812860 MORTGAGORS: DENCHFIELD, RANDY DENCHFIELD, SUSAN ADDRESS : 3 OXFORD STREET MORTGAGE AMT: 550,000.00 CITY CHEVY CHASE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 MD 20815 UNPAID BALANCE: 544,592.140 OPTION TO CONVERT : No MONTHLY P&I: 4,867.01 ANNUAL RATE ADJUST: 0.000 LTV : 64.70500 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007812878 MORTGAGORS: SANCHEZ, ROBERT SANCHEZ, LYNN ADDRESS : 7090 OLD SCHOOLHOUSE #2 L MORTGAGE AMT: 297,000.00 CITY EASTON :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 MD 21601 UNPAID BALANCE: 295,100.080 OPTION TO CONVERT : No MONTHLY P&I: 2,648.81 ANNUAL RATE ADJUST: 0.000 LTV : 77.54500 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007812886 MORTGAGORS: NIELSEN, MARVIN NIELSEN, CATHERINE ADDRESS : 27938 OAKLANDS CIRCLE MORTGAGE AMT: 406,250.00 CITY EASTON :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 MD 21601 UNPAID BALANCE: 403,594.670 OPTION TO CONVERT : No MONTHLY P&I: 3,566.85 ANNUAL RATE ADJUST: 0.000 LTV : 52.31800 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007812894 MORTGAGORS: COUVILLION, STEVEN COUVILLION, PATRICIA ADDRESS : 5609 N PENNSYLVANIA STREE MORTGAGE AMT: 392,000.00 CITY INDIANAPOLIS :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 IN 46220 UNPAID BALANCE: 389,410.170 OPTION TO CONVERT : No MONTHLY P&I: 3,414.75 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007812902 MORTGAGORS: KRAMER, JAMES KRAMER, MARIE ADDRESS : 12040 SOUTH PINEY POINT R MORTGAGE AMT: 333,000.00 CITY BISHOPVILLE :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 MD 21813 UNPAID BALANCE: 330,799.980 OPTION TO CONVERT : No MONTHLY P&I: 2,900.79 ANNUAL RATE ADJUST: 0.000 LTV : 60.54500 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007812910 MORTGAGORS: TRIPP, THOMAS ADDRESS : 38591 COUNTY ROAD 13 MORTGAGE AMT: 300,000.00 CITY ELIZABETH :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CO 80107 UNPAID BALANCE: 298,060.100 OPTION TO CONVERT : No MONTHLY P&I: 2,654.73 ANNUAL RATE ADJUST: 0.000 LTV : 60.00000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007812928 MORTGAGORS: GRUNBERG, NEIL GRUNBERG, NANCY ADDRESS : 7805 FAIRFAX ROAD MORTGAGE AMT: 270,000.00 CITY BETHESDA :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 MD 20814 UNPAID BALANCE: 269,138.870 OPTION TO CONVERT : No MONTHLY P&I: 2,408.01 ANNUAL RATE ADJUST: 0.000 LTV : 53.46500 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007812951 MORTGAGORS: YEAKLE, CAROLA ADDRESS : 3642 NW 24TH TERRACE MORTGAGE AMT: 232,000.00 CITY BOCA RATON :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 FL 33431 UNPAID BALANCE: 230,515.880 OPTION TO CONVERT : No MONTHLY P&I: 2,069.11 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007812969 MORTGAGORS: TAYLOR, LESLIE TAYLOR, LISA ADDRESS : 2800 SUGARLOAF CLUB DRIVE MORTGAGE AMT: 648,350.00 CITY DULUTH :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 GA 30097 UNPAID BALANCE: 644,112.240 OPTION TO CONVERT : No MONTHLY P&I: 5,692.48 ANNUAL RATE ADJUST: 0.000 LTV : 74.99700 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007812977 MORTGAGORS: THOME, MATTHEW ADDRESS : 1294 DOGWOOD ROAD MORTGAGE AMT: 532,400.00 CITY SNELLVILLE :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 GA 30078 UNPAID BALANCE: 529,067.090 OPTION TO CONVERT : No MONTHLY P&I: 4,822.65 ANNUAL RATE ADJUST: 0.000 LTV : 74.98500 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007812985 MORTGAGORS: GRAFTON, SCOTT GRAFTON, KIMBERLY ADDRESS : 4670 BROOK HOLLOW ROAD MORTGAGE AMT: 380,000.00 CITY ATLANTA :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 GA 30327 UNPAID BALANCE: 377,516.240 OPTION TO CONVERT : No MONTHLY P&I: 3,336.38 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007812993 MORTGAGORS: MC DONALD, FRED MC DONALD, LORI ADDRESS : 17435 CLUB HILL COURT MORTGAGE AMT: 549,550.00 CITY DALLAS :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 TX 75248 UNPAID BALANCE: 545,996.430 OPTION TO CONVERT : No MONTHLY P&I: 4,863.02 ANNUAL RATE ADJUST: 0.000 LTV : 47.78600 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813009 MORTGAGORS: MARKS, KENNETH MEEHAN, MEREDITH ADDRESS : 28331 QUIET HILL LANE MORTGAGE AMT: 353,500.00 CITY TRABUCO CANYON AREA :\ STATE/ZIP :\ LIFETIME RATE : 7.62500 CA 92679 UNPAID BALANCE: 347,062.790 OPTION TO CONVERT : No MONTHLY P&I: 3,302.15 ANNUAL RATE ADJUST: 0.000 LTV : 79.43800 OUTSIDE CONV DATE: CURRENT INT 7.62500 MATURITY DATE: 11/01/13 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813017 MORTGAGORS: BOLANDER, KEVIN BOLANDER, JILL ADDRESS : 1305 CANYON VIEW DRIVE MORTGAGE AMT: 428,000.00 CITY SANTA CLARA :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 UT 84765 UNPAID BALANCE: 425,349.580 OPTION TO CONVERT : No MONTHLY P&I: 3,907.05 ANNUAL RATE ADJUST: 0.000 LTV : 82.30700 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813025 MORTGAGORS: OSTLER, GLENN OSTLER, STEPHANIE ADDRESS : 8315 WEST 10TH AVENUE MORTGAGE AMT: 260,000.00 CITY KENNEWICK :\ STATE/ZIP :\ LIFETIME RATE : 7.37500 WA 99337 UNPAID BALANCE: 258,407.360 OPTION TO CONVERT : No MONTHLY P&I: 2,391.80 ANNUAL RATE ADJUST: 0.000 LTV : 78.78700 OUTSIDE CONV DATE: CURRENT INT 7.37500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813033 MORTGAGORS: STEWART, JAMES ADDRESS : 22430 98TH AVENUE SOUTHWE MORTGAGE AMT: 520,000.00 CITY VASHON :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 WA 98070 UNPAID BALANCE: 513,164.710 OPTION TO CONVERT : No MONTHLY P&I: 4,565.57 ANNUAL RATE ADJUST: 0.000 LTV : 57.77700 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 01/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813058 MORTGAGORS: ILSTRUP, ROGER ILSTRUP, DORLENE ADDRESS : 14835 WEST TREVINO DRIVE MORTGAGE AMT: 281,850.00 CITY GOODYEAR :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 AZ 85338 UNPAID BALANCE: 279,137.760 OPTION TO CONVERT : No MONTHLY P&I: 2,513.69 ANNUAL RATE ADJUST: 0.000 LTV : 79.84400 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 02/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813066 MORTGAGORS: CURTIN, GREGORY ADDRESS : 14320 MORNING MOUNTAIN WA MORTGAGE AMT: 308,000.00 CITY ALPHARETTA :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 GA 30004 UNPAID BALANCE: 305,986.850 OPTION TO CONVERT : No MONTHLY P&I: 2,704.22 ANNUAL RATE ADJUST: 0.000 LTV : 77.00000 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813074 MORTGAGORS: CYR, JAMES ADDRESS : 725 CLUBSIDE DRIVE MORTGAGE AMT: 253,800.00 CITY ROSWELL :\ STATE/ZIP :\ LIFETIME RATE : 6.37500 GA 30076 UNPAID BALANCE: 252,105.190 OPTION TO CONVERT : No MONTHLY P&I: 2,193.47 ANNUAL RATE ADJUST: 0.000 LTV : 61.15600 OUTSIDE CONV DATE: CURRENT INT 6.37500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813082 MORTGAGORS: STEPHENS, THOMAS STEPHENS, CAROL ADDRESS : 13602 GOLDEN RIDGE LANE MORTGAGE AMT: 450,000.00 CITY MCCORDSVILLE :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 IN 46055 UNPAID BALANCE: 447,058.720 OPTION TO CONVERT : No MONTHLY P&I: 3,950.97 ANNUAL RATE ADJUST: 0.000 LTV : 73.17000 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813108 MORTGAGORS: SODEN, CECIL SODEN, ALYCE ADDRESS : 33801 HIGHWAY ONE MORTGAGE AMT: 328,500.00 CITY GUALALA :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 95445 UNPAID BALANCE: 325,304.740 OPTION TO CONVERT : No MONTHLY P&I: 2,906.93 ANNUAL RATE ADJUST: 0.000 LTV : 64.41100 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 02/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813116 MORTGAGORS: MORGAN, CANDICE ADDRESS : 2510 58TH AVENUE MORTGAGE AMT: 420,000.00 CITY GREELEY :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CO 80634 UNPAID BALANCE: 417,313.250 OPTION TO CONVERT : No MONTHLY P&I: 3,745.79 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813124 MORTGAGORS: CRENSHAW, PHILLIP CRENSHAW, CINTHANIE ADDRESS : 1041 WEST SHADOW POINT DR MORTGAGE AMT: 640,000.00 CITY ST. GEORGE :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 UT 84770 UNPAID BALANCE: 635,816.830 OPTION TO CONVERT : No MONTHLY P&I: 5,619.16 ANNUAL RATE ADJUST: 0.000 LTV : 64.00000 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813132 MORTGAGORS: RUNNE, JOHN RUNNE, VIRGINIA ADDRESS : 32829 WOODLAND DRIVE MORTGAGE AMT: 365,000.00 CITY EVERGREEN :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CO 80439 UNPAID BALANCE: 362,639.800 OPTION TO CONVERT : No MONTHLY P&I: 3,229.92 ANNUAL RATE ADJUST: 0.000 LTV : 56.15300 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813140 MORTGAGORS: MCGEACHIN, JAMES MCGEACHIN, MARY ADDRESS : 6451 NORTH THIMBLE PASS MORTGAGE AMT: 350,000.00 CITY TUCSON :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 AZ 85750 UNPAID BALANCE: 347,687.660 OPTION TO CONVERT : No MONTHLY P&I: 3,048.88 ANNUAL RATE ADJUST: 0.000 LTV : 61.40300 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813157 MORTGAGORS: ASHCRAFT, HOWARD EZZY, MARILYN EZZY, MARILYN ADDRESS : 903 GRAND STREET MORTGAGE AMT: 450,000.00 CITY ALAMEDA :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 94501 UNPAID BALANCE: 447,072.150 OPTION TO CONVERT : No MONTHLY P&I: 3,982.09 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813165 MORTGAGORS: LEON, HUGO LEON, YOLANDA ADDRESS : 1582 CLEARVIEW LANE MORTGAGE AMT: 490,000.00 CITY SANTA ANA AREA :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 CA 92705 UNPAID BALANCE: 486,762.730 OPTION TO CONVERT : No MONTHLY P&I: 4,268.43 ANNUAL RATE ADJUST: 0.000 LTV : 59.82900 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813199 MORTGAGORS: POIRIER, TOMMY POIRIER, SUSAN ADDRESS : 6130 VAN ALSTINE AVENUE MORTGAGE AMT: 650,000.00 CITY CARMICHAEL :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 CA 95608 UNPAID BALANCE: 645,705.660 OPTION TO CONVERT : No MONTHLY P&I: 5,662.20 ANNUAL RATE ADJUST: 0.000 LTV : 68.85500 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813207 MORTGAGORS: BRADY, MATTHEW BRADY, NANCY BRADY, NANCY ADDRESS : 11806 AMERICAN BAR COURT MORTGAGE AMT: 267,000.00 CITY GOLD RIVER :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 95670 UNPAID BALANCE: 265,310.350 OPTION TO CONVERT : No MONTHLY P&I: 2,399.87 ANNUAL RATE ADJUST: 0.000 LTV : 74.16600 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813215 MORTGAGORS: LEACH, JAMES LEACH, CYNTHIA ADDRESS : 575 CARTERS CREEK PIKE MORTGAGE AMT: 300,000.00 CITY COLUMBIA :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 TN 38401 UNPAID BALANCE: 298,142.220 OPTION TO CONVERT : No MONTHLY P&I: 2,738.59 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813223 MORTGAGORS: POLEKOFF, JEFFREY ADDRESS : 215 LANDFALL ROAD MORTGAGE AMT: 275,700.00 CITY ATLANTA :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 GA 30328 UNPAID BALANCE: 273,897.960 OPTION TO CONVERT : No MONTHLY P&I: 2,420.63 ANNUAL RATE ADJUST: 0.000 LTV : 61.26600 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813231 MORTGAGORS: RANLY, DONALD RANLY, JEANETTE ADDRESS : 4101 OCEAN DRIVE MORTGAGE AMT: 340,700.00 CITY CORPUS CHRISTI :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 TX 78411 UNPAID BALANCE: 336,366.220 OPTION TO CONVERT : No MONTHLY P&I: 2,991.32 ANNUAL RATE ADJUST: 0.000 LTV : 54.51200 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813249 MORTGAGORS: GRIESBECK, WILLIAM GRIESBECK, MARY ANNE ADDRESS : 4464 PARK AVE MORTGAGE AMT: 315,000.00 CITY MEMPHIS :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 TN 38117 UNPAID BALANCE: 312,963.120 OPTION TO CONVERT : No MONTHLY P&I: 2,787.46 ANNUAL RATE ADJUST: 0.000 LTV : 66.31500 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813264 MORTGAGORS: KASSELA, FRANK ADDRESS : 9334 WILLIAMS GLEN CV MORTGAGE AMT: 550,400.00 CITY GERMANTOWN :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 TN 38138 UNPAID BALANCE: 546,131.510 OPTION TO CONVERT : No MONTHLY P&I: 4,870.54 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813272 MORTGAGORS: ANDERSON, STEVEN ANDERSON, SHARON ADDRESS : 5335 PEGHORN TRAIL MORTGAGE AMT: 247,500.00 CITY OOLTEWAH :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 TN 37363 UNPAID BALANCE: 245,882.300 OPTION TO CONVERT : No MONTHLY P&I: 2,173.03 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813280 MORTGAGORS: PEELER, GEORGE PEELER, JANIE ADDRESS : 8905 FERN VALLEY COVE MORTGAGE AMT: 283,500.00 CITY CORDOVA :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 TN 38018 UNPAID BALANCE: 281,627.020 OPTION TO CONVERT : No MONTHLY P&I: 2,469.59 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813298 MORTGAGORS: LIGHT, GARY ADDRESS : 60 DOWNING STREET MORTGAGE AMT: 300,000.00 CITY EAST GREENWICH :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 RI 02818 UNPAID BALANCE: 293,716.440 OPTION TO CONVERT : No MONTHLY P&I: 2,633.99 ANNUAL RATE ADJUST: 0.000 LTV : 66.66600 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 11/01/13 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813322 MORTGAGORS: HOFFMAN, R. HOFFMAN, JAN ADDRESS : 2365 VILLANDRY COURT MORTGAGE AMT: 530,000.00 CITY HENDERSON :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 NV 89014 UNPAID BALANCE: 523,106.990 OPTION TO CONVERT : No MONTHLY P&I: 4,690.03 ANNUAL RATE ADJUST: 0.000 LTV : 69.01000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 01/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813330 MORTGAGORS: ERNST, WILLIAM MURDOCK, CYNTHIA ADDRESS : 7720 WEST AGATE AVENUE MORTGAGE AMT: 318,750.00 CITY LAS VEGAS :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 NV 89113 UNPAID BALANCE: 316,688.860 OPTION TO CONVERT : No MONTHLY P&I: 2,820.65 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813348 MORTGAGORS: WEISS, SUSAN WEISS, ROBERT ADDRESS : 1241 NORTH SUMMIT DRIVE MORTGAGE AMT: 455,000.00 CITY SANTA FE :\ STATE/ZIP :\ LIFETIME RATE : 6.37500 NM 87501 UNPAID BALANCE: 450,430.360 OPTION TO CONVERT : No MONTHLY P&I: 3,932.34 ANNUAL RATE ADJUST: 0.000 LTV : 54.81900 OUTSIDE CONV DATE: CURRENT INT 6.37500 MATURITY DATE: 02/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813355 MORTGAGORS: GRADKE, GARY GRADKE, PAULA ADDRESS : 22439 NORTH 55TH STREET MORTGAGE AMT: 380,000.00 CITY PHOENIX :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 AZ 85054 UNPAID BALANCE: 376,343.230 OPTION TO CONVERT : No MONTHLY P&I: 3,389.05 ANNUAL RATE ADJUST: 0.000 LTV : 86.36300 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 02/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813363 MORTGAGORS: ERWIN, JOHN ERWIN, SHARON ADDRESS : 23500 NE 206TH STREET MORTGAGE AMT: 258,400.00 CITY BATTLE GROUND :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 WA 98604 UNPAID BALANCE: 255,471.900 OPTION TO CONVERT : No MONTHLY P&I: 2,286.61 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 02/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813371 MORTGAGORS: ROSEN, BARRY ROSEN, MAUREEN ADDRESS : 3104 SW FAIRMOUNT BOULEVA MORTGAGE AMT: 568,000.00 CITY PORTLAND :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 OR 97201 UNPAID BALANCE: 562,475.170 OPTION TO CONVERT : No MONTHLY P&I: 5,026.29 ANNUAL RATE ADJUST: 0.000 LTV : 78.34400 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 02/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813389 MORTGAGORS: WONACOTT, MICHAEL WONACOTT, ISABEL ADDRESS : 48 VIRGINIA COURT MORTGAGE AMT: 360,000.00 CITY WALNUT CREEK :\ STATE/ZIP :\ LIFETIME RATE : 6.37500 CA 94596 UNPAID BALANCE: 357,596.010 OPTION TO CONVERT : No MONTHLY P&I: 3,111.31 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.37500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813405 MORTGAGORS: FINRUD, JEFFREY FINRUD, JANET ADDRESS : 19510 NE 8TH STREET MORTGAGE AMT: 252,000.00 CITY CAMAS :\ STATE/ZIP :\ LIFETIME RATE : 6.37500 WA 98607 UNPAID BALANCE: 250,317.200 OPTION TO CONVERT : No MONTHLY P&I: 2,177.92 ANNUAL RATE ADJUST: 0.000 LTV : 77.53800 OUTSIDE CONV DATE: CURRENT INT 6.37500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813413 MORTGAGORS: PELTEKIAN, STEVE PELTEKIAN, JUDITH ADDRESS : 30323 165TH AVENUE SOUTHE MORTGAGE AMT: 291,000.00 CITY KENT :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 WA 98042 UNPAID BALANCE: 287,966.370 OPTION TO CONVERT : No MONTHLY P&I: 2,534.93 ANNUAL RATE ADJUST: 0.000 LTV : 78.64800 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 02/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813421 MORTGAGORS: DAIGNAULT, JOHN DAIGNAULT, LINDA ADDRESS : 46 PARTRIDGE ROAD MORTGAGE AMT: 440,000.00 CITY DUXBURY :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 MA 02332 UNPAID BALANCE: 437,124.060 OPTION TO CONVERT : No MONTHLY P&I: 3,863.18 ANNUAL RATE ADJUST: 0.000 LTV : 59.45900 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813439 MORTGAGORS: EMMERMANN, CARLOS EMMERMANN, MARGIE ADDRESS : 6605 WEST JOHN CABOT ROAD MORTGAGE AMT: 283,500.00 CITY GLENDALE :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 AZ 85308 UNPAID BALANCE: 280,771.860 OPTION TO CONVERT : No MONTHLY P&I: 2,528.41 ANNUAL RATE ADJUST: 0.000 LTV : 90.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 02/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813447 MORTGAGORS: HELFERICH, RICHARD HELFERICH, DEBI ADDRESS : 8408 STERLING BRIDGE ROAD MORTGAGE AMT: 257,800.00 CITY CHAPEL HILL :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 NC 27516 UNPAID BALANCE: 256,132.980 OPTION TO CONVERT : No MONTHLY P&I: 2,281.30 ANNUAL RATE ADJUST: 0.000 LTV : 63.65432 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: ---------------------------------------------------------------------------------------------------------PRODUCT CODE:002 -------------------------------------------------------------------------------- LN # 0007813454 MORTGAGORS: PRESS, JAY PRESS, DIANE ADDRESS : 39 NANCY ROAD MORTGAGE AMT: 305,000.00 CITY NEWTON (CHESTNUT HIL :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 MA 02467 UNPAID BALANCE: 301,418.230 OPTION TO CONVERT : No MONTHLY P&I: 2,698.98 ANNUAL RATE ADJUST: 0.000 LTV : 50.83300 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: --------------------------------------------PRODUCT CODE:002 -------------------------------------------------------------------------------- LN # 0007813462 MORTGAGORS: HUNTER, ALICE MCKENNA, MARK ADDRESS : 38 TIERRA VERDE COURT MORTGAGE AMT: 270,000.00 CITY WALNUT CREE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 94598 UNPAID BALANCE: 267,251.270 OPTION TO CONVERT : No MONTHLY P&I: 2,389.26 ANNUAL RATE ADJUST: 0.000 LTV : 33.12800 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813470 MORTGAGORS: TZUR, TALI TZUR, LIAT ADDRESS : 505 N. LAKE SHORE DRIVE # MORTGAGE AMT: 588,000.00 CITY CHICAGO :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 IL 60611 UNPAID BALANCE: 584,238.540 OPTION TO CONVERT : No MONTHLY P&I: 5,244.11 ANNUAL RATE ADJUST: 0.000 LTV : 49.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813488 MORTGAGORS: BLACKSTONE, WILLIAM STRAHAN, NANCY ADDRESS : 903 SAINT GEORGES ROAD MORTGAGE AMT: 370,000.00 CITY BALTIMORE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 MD 21210 UNPAID BALANCE: 367,607.450 OPTION TO CONVERT : No MONTHLY P&I: 3,274.17 ANNUAL RATE ADJUST: 0.000 LTV : 67.27200 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813496 MORTGAGORS: PATTON, GREGORY PATTON, JOAN ADDRESS : 3812 EAST MENLO STREET MORTGAGE AMT: 406,000.00 CITY MESA :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 AZ 85215 UNPAID BALANCE: 403,304.380 OPTION TO CONVERT : No MONTHLY P&I: 3,620.93 ANNUAL RATE ADJUST: 0.000 LTV : 73.81800 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813504 MORTGAGORS: BOCCIA, ALFRED BOCCIA, JUDITH ADDRESS : 258 VIRIGINA FARME LANE MORTGAGE AMT: 460,000.00 CITY CARLISE :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 MA 01741 UNPAID BALANCE: 458,532.880 OPTION TO CONVERT : No MONTHLY P&I: 4,102.54 ANNUAL RATE ADJUST: 0.000 LTV : 79.31000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813512 MORTGAGORS: SUN, CHANG-TA SUN, LAN-RONG ADDRESS : 11409 PALATINE DRIVE MORTGAGE AMT: 650,000.00 CITY POTOMAC :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 MD 20854 UNPAID BALANCE: 645,751.470 OPTION TO CONVERT : No MONTHLY P&I: 5,706.96 ANNUAL RATE ADJUST: 0.000 LTV : 62.80100 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813520 MORTGAGORS: MOHEBALI, PARVIZ MOHEBALI, FARROKH ADDRESS : 5344 SOUTH COTTONWOOD LAN MORTGAGE AMT: 297,000.00 CITY SALT LAKE CITY :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 UT 84117 UNPAID BALANCE: 295,100.080 OPTION TO CONVERT : No MONTHLY P&I: 2,648.81 ANNUAL RATE ADJUST: 0.000 LTV : 18.56200 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813538 MORTGAGORS: CHENG, CHIEN CHANG, JENNIFER ADDRESS : 34457 WILLOW LANE MORTGAGE AMT: 325,000.00 CITY UNION CITY :\ STATE/ZIP :\ LIFETIME RATE : 6.37500 CA 94587 UNPAID BALANCE: 322,829.730 OPTION TO CONVERT : No MONTHLY P&I: 2,808.82 ANNUAL RATE ADJUST: 0.000 LTV : 75.91600 OUTSIDE CONV DATE: CURRENT INT 6.37500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813546 MORTGAGORS: WIJETILLEKE, ROHINI ADDRESS : 600 BROCKMAN COURT MORTGAGE AMT: 515,250.00 CITY GREAT FALLS :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 VA 22066 UNPAID BALANCE: 511,989.330 OPTION TO CONVERT : No MONTHLY P&I: 4,631.22 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813553 MORTGAGORS: YIN, LEI CHEN, PIN ADDRESS : 1800 PENWOOD STREET MORTGAGE AMT: 380,800.00 CITY SAN JOSE :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 95133 UNPAID BALANCE: 378,390.180 OPTION TO CONVERT : No MONTHLY P&I: 3,422.74 ANNUAL RATE ADJUST: 0.000 LTV : 79.98100 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813561 MORTGAGORS: SHINYEDA, PETER SHINYEDA, MERRILY ADDRESS : 2001 EAST CAROLINE LANE MORTGAGE AMT: 543,750.00 CITY TEMPE :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 AZ 85284 UNPAID BALANCE: 540,271.620 OPTION TO CONVERT : No MONTHLY P&I: 4,849.46 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007813579 MORTGAGORS: PAPPAS, SAMUEL ADDRESS : 712 SOUTH YALE COURT MORTGAGE AMT: 288,470.00 CITY ARLINGTON HEIGHTS :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 IL 60005 UNPAID BALANCE: 286,564.170 OPTION TO CONVERT : No MONTHLY P&I: 2,512.89 ANNUAL RATE ADJUST: 0.000 LTV : 67.08600 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814635 MORTGAGORS: FLORES, HECTOR FLORES, RACHEL ADDRESS : 3354 PUNTA DEL ESTE DRIVE MORTGAGE AMT: 250,000.00 CITY HACIENDA HEIGHTS :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 CA 91745 UNPAID BALANCE: 249,219.800 OPTION TO CONVERT : No MONTHLY P&I: 2,264.58 ANNUAL RATE ADJUST: 0.000 LTV : 71.42800 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814783 MORTGAGORS: HORWITZ, STUART HORWITZ, SHARYN ADDRESS : 12220 LAKE POTOMAC TERRAC MORTGAGE AMT: 585,000.00 CITY POTOMAC :\ STATE/ZIP :\ LIFETIME RATE : 6.37500 MD 20854 UNPAID BALANCE: 583,051.940 OPTION TO CONVERT : No MONTHLY P&I: 5,055.87 ANNUAL RATE ADJUST: 0.000 LTV : 58.50000 OUTSIDE CONV DATE: CURRENT INT 6.37500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814791 MORTGAGORS: RICH, BRYAN RICH, JUDY ADDRESS : 217 WHITNEY STREET MORTGAGE AMT: 400,000.00 CITY NORTHBOROUGH :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 MA 01532 UNPAID BALANCE: 397,468.670 OPTION TO CONVERT : No MONTHLY P&I: 3,595.31 ANNUAL RATE ADJUST: 0.000 LTV : 33.33300 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814809 MORTGAGORS: IBANEZ, EDUARDO IBANEZ, ANGELICA ADDRESS : 355 HINES COURT MORTGAGE AMT: 330,000.00 CITY SAN JOSE :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 95111 UNPAID BALANCE: 327,888.990 OPTION TO CONVERT : No MONTHLY P&I: 2,943.12 ANNUAL RATE ADJUST: 0.000 LTV : 76.74400 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814817 MORTGAGORS: JOHNSON-RUSSO, CAROL RUSSO, THOMAS ADDRESS : 4200 BIRDIE COURT MORTGAGE AMT: 423,500.00 CITY LONGMONT :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 CO 80503 UNPAID BALANCE: 420,702.080 OPTION TO CONVERT : No MONTHLY P&I: 3,689.14 ANNUAL RATE ADJUST: 0.000 LTV : 71.77900 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814825 MORTGAGORS: NASSERI, FARHAD NASSERI, BELGHEIS ADDRESS : 2946 CHAIN BRIDGE ROAD MORTGAGE AMT: 450,000.00 CITY WASHINGTON :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 DC 20016 UNPAID BALANCE: 448,549.150 OPTION TO CONVERT : No MONTHLY P&I: 3,982.10 ANNUAL RATE ADJUST: 0.000 LTV : 45.87100 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814833 MORTGAGORS: GROW, CYNTHIA ADDRESS : 5278 MONTEZUMA ACRES DRIV MORTGAGE AMT: 327,000.00 CITY CELINA :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 OH 45822 UNPAID BALANCE: 321,761.700 OPTION TO CONVERT : No MONTHLY P&I: 2,893.65 ANNUAL RATE ADJUST: 0.000 LTV : 69.87100 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814841 MORTGAGORS: SCHOLL, DAVID SCHOLL, LUCINDA ADDRESS : 5246 EAST FANFOL DRIVE MORTGAGE AMT: 270,000.00 CITY SCOTTSDALE :\ STATE/ZIP :\ LIFETIME RATE : 6.37500 AZ 85253 UNPAID BALANCE: 268,197.020 OPTION TO CONVERT : No MONTHLY P&I: 2,333.48 ANNUAL RATE ADJUST: 0.000 LTV : 48.64800 OUTSIDE CONV DATE: CURRENT INT 6.37500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814858 MORTGAGORS: LYNN, STEVEN LYNN, ANNETTE ADDRESS : 165 RIVER BIRCH LANE MORTGAGE AMT: 295,300.00 CITY COLUMBIA :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 SC 29206 UNPAID BALANCE: 293,390.490 OPTION TO CONVERT : No MONTHLY P&I: 2,613.14 ANNUAL RATE ADJUST: 0.000 LTV : 73.82500 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814866 MORTGAGORS: TRAINA, JEFFREY TRAINA, KATHY ADDRESS : 5618 NORTH PROSPECT ROAD MORTGAGE AMT: 584,500.00 CITY PEONIA :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 IL 61614 UNPAID BALANCE: 580,760.940 OPTION TO CONVERT : No MONTHLY P&I: 5,212.89 ANNUAL RATE ADJUST: 0.000 LTV : 70.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814874 MORTGAGORS: SCHWARTZ, DEBORAH SCHWARTZ, MARC ADDRESS : 123 CYNTHIA ROAD MORTGAGE AMT: 310,000.00 CITY NEWTON :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 MA 02459 UNPAID BALANCE: 308,038.220 OPTION TO CONVERT : No MONTHLY P&I: 2,786.37 ANNUAL RATE ADJUST: 0.000 LTV : 57.94300 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814882 MORTGAGORS: ROTH, ROBERT ROTH, LAUREN ADDRESS : 8425 N RIVER ROAD MORTGAGE AMT: 350,000.00 CITY RIVER HILLS :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 WI 53217 UNPAID BALANCE: 347,532.830 OPTION TO CONVERT : No MONTHLY P&I: 3,097.18 ANNUAL RATE ADJUST: 0.000 LTV : 46.35700 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814890 MORTGAGORS: YAMAGUCHI, GORO YAMAGUCHI, KANEKO ADDRESS : 1083 SAUNDERS ROAD MORTGAGE AMT: 269,400.00 CITY RIVERWOODS :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 IL 60015 UNPAID BALANCE: 267,657.970 OPTION TO CONVERT : No MONTHLY P&I: 2,383.95 ANNUAL RATE ADJUST: 0.000 LTV : 53.34600 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814908 MORTGAGORS: HARSNETT, RICHARD HARSNETT, MONICA ADDRESS : 5451 NORTH WHITTIER LANE MORTGAGE AMT: 607,500.00 CITY INDIANAPOLIS :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 IN 46250 UNPAID BALANCE: 602,541.770 OPTION TO CONVERT : No MONTHLY P&I: 5,375.83 ANNUAL RATE ADJUST: 0.000 LTV : 52.82600 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814916 MORTGAGORS: JACOBSEN, RONALD ADDRESS : 1611 N. ORANGE GROVE AVE MORTGAGE AMT: 585,000.00 CITY LOS ANGELES :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 90046 UNPAID BALANCE: 579,370.500 OPTION TO CONVERT : No MONTHLY P&I: 5,217.35 ANNUAL RATE ADJUST: 0.000 LTV : 78.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 02/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814924 MORTGAGORS: D'AMATO, ROBERT WIGGS, JANEY ADDRESS : 4 PATRIOTS DRIVE MORTGAGE AMT: 495,000.00 CITY LEXINGTON :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 MA 02420 UNPAID BALANCE: 493,386.740 OPTION TO CONVERT : No MONTHLY P&I: 4,346.07 ANNUAL RATE ADJUST: 0.000 LTV : 53.62900 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814932 MORTGAGORS: HANCOCK, ROBERT HANCOCK, ELIZABETH ADDRESS : 37 SPANISH POINTE DRIVE MORTGAGE AMT: 650,000.00 CITY HILTON HEAD ISL. :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 SC 29928 UNPAID BALANCE: 645,796.870 OPTION TO CONVERT : No MONTHLY P&I: 5,751.92 ANNUAL RATE ADJUST: 0.000 LTV : 32.50000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814940 MORTGAGORS: HOGAN, ARTHUR FOLEY-HOGAN, EILEEN ADDRESS : 16 HORNBEAM ROAD MORTGAGE AMT: 579,000.00 CITY DUXBURY :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 MA 02332 UNPAID BALANCE: 577,112.970 OPTION TO CONVERT : No MONTHLY P&I: 5,083.59 ANNUAL RATE ADJUST: 0.000 LTV : 61.59500 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814957 MORTGAGORS: RICHARDS, STEVEN RICHARDS, CAROL ADDRESS : 104 COLLINSON DRIVE MORTGAGE AMT: 282,200.00 CITY CHAPEL HILL :\ STATE/ZIP :\ LIFETIME RATE : 6.37500 NC 27514 UNPAID BALANCE: 280,315.560 OPTION TO CONVERT : No MONTHLY P&I: 2,438.91 ANNUAL RATE ADJUST: 0.000 LTV : 64.42900 OUTSIDE CONV DATE: CURRENT INT 6.37500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814965 MORTGAGORS: DARBY, JOHN DARBY, CORINN ADDRESS : 46 BROAD ARROW TRAIL MORTGAGE AMT: 284,000.00 CITY YARMOUTH :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 ME 04096 UNPAID BALANCE: 282,143.710 OPTION TO CONVERT : No MONTHLY P&I: 2,493.51 ANNUAL RATE ADJUST: 0.000 LTV : 68.76500 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814973 MORTGAGORS: THOMPSON, BRADLEY THOMPSON, BETTY ADDRESS : 36 MONAHAN RROAD MORTGAGE AMT: 296,000.00 CITY ZIONSVILLE :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 IN 46077 UNPAID BALANCE: 294,065.270 OPTION TO CONVERT : No MONTHLY P&I: 2,598.87 ANNUAL RATE ADJUST: 0.000 LTV : 53.81800 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814981 MORTGAGORS: D'ALMEIDA, ARTHUR D'ALMEIDA, FRANCES ADDRESS : 721 N E 77TH STREET MORTGAGE AMT: 289,750.00 CITY BOCA RATON :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 FL 33487 UNPAID BALANCE: 287,835.730 OPTION TO CONVERT : No MONTHLY P&I: 2,524.03 ANNUAL RATE ADJUST: 0.000 LTV : 79.99700 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007814999 MORTGAGORS: BECKMAN, STEVEN BECKMAN, M ADDRESS : 389 SHOREHAM CIRCLE MORTGAGE AMT: 303,200.00 CITY CASTLE ROCK :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 CO 80104 UNPAID BALANCE: 302,201.130 OPTION TO CONVERT : No MONTHLY P&I: 2,641.20 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815004 MORTGAGORS: DYKE, CHARLES DYKE, NANCY ADDRESS : 1234 MEYER COURT MORTGAGE AMT: 650,000.00 CITY MCLAIN :\ STATE/ZIP :\ LIFETIME RATE : 6.37500 VA 22101 UNPAID BALANCE: 645,659.500 OPTION TO CONVERT : No MONTHLY P&I: 5,617.63 ANNUAL RATE ADJUST: 0.000 LTV : 52.00000 OUTSIDE CONV DATE: CURRENT INT 6.37500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815012 MORTGAGORS: KLAUBER, WILLIAM KLAUBER, BARBARA ADDRESS : 10000 ORMOND ROAD MORTGAGE AMT: 471,000.00 CITY POTOMAC :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 MD 20854 UNPAID BALANCE: 467,954.350 OPTION TO CONVERT : No MONTHLY P&I: 4,167.93 ANNUAL RATE ADJUST: 0.000 LTV : 59.62000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815020 MORTGAGORS: KLOSSNER, DAVID KLOSSNER, KARLA ADDRESS : 2316 BOULDER CT MORTGAGE AMT: 324,000.00 CITY NAPERVILLE :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 IL 60565 UNPAID BALANCE: 321,859.440 OPTION TO CONVERT : No MONTHLY P&I: 2,822.39 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815038 MORTGAGORS: FINEMAN, KENNETH FINEMAN, ATHANASIA ADDRESS : 11 WEST ROAD MORTGAGE AMT: 484,700.00 CITY ROSS :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 CA 94957 UNPAID BALANCE: 481,497.750 OPTION TO CONVERT : No MONTHLY P&I: 4,222.26 ANNUAL RATE ADJUST: 0.000 LTV : 55.39400 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815046 MORTGAGORS: TASSEY, DAVID TASSEY, BARBARA ADDRESS : 23 BRIDGEWOOD #17 MORTGAGE AMT: 510,500.00 CITY IRVINE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 92604 UNPAID BALANCE: 507,198.950 OPTION TO CONVERT : No MONTHLY P&I: 4,517.46 ANNUAL RATE ADJUST: 0.000 LTV : 68.06600 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815053 MORTGAGORS: NAGEL, BERNARD NAGEL, LISA ADDRESS : 422 CENTRAL AVENUE MORTGAGE AMT: 396,000.00 CITY WILMETTE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 IL 60091 UNPAID BALANCE: 392,735.400 OPTION TO CONVERT : No MONTHLY P&I: 3,504.24 ANNUAL RATE ADJUST: 0.000 LTV : 62.85700 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815061 MORTGAGORS: HORNAK, PATRICIA SKVARLA, WILLIAM ADDRESS : 2534 SWING CORNER POINT I MORTGAGE AMT: 263,000.00 CITY BETHEL :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 OH 45106 UNPAID BALANCE: 262,142.850 OPTION TO CONVERT : No MONTHLY P&I: 2,309.13 ANNUAL RATE ADJUST: 0.000 LTV : 74.08400 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815079 MORTGAGORS: HUDSON, WADE KLEIN-HUDSON, SUSAN ADDRESS : 5565 SOUTH LAKE GULCH ROA MORTGAGE AMT: 320,000.00 CITY CASTLE ROCK :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CO 80104 UNPAID BALANCE: 317,930.490 OPTION TO CONVERT : No MONTHLY P&I: 2,831.71 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815087 MORTGAGORS: SPIGELMYER, SHARRON SPIGELMYER, DAVID ADDRESS : 5206 KEOKUK STREET MORTGAGE AMT: 271,000.00 CITY BETHESDA :\ STATE/ZIP :\ LIFETIME RATE : 6.37500 MD 20816 UNPAID BALANCE: 269,190.340 OPTION TO CONVERT : No MONTHLY P&I: 2,342.12 ANNUAL RATE ADJUST: 0.000 LTV : 67.75000 OUTSIDE CONV DATE: CURRENT INT 6.37500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815103 MORTGAGORS: FARABAUGH, STEPHEN FARABAUGH, DONNA ADDRESS : 80 N EDGEWOOD MORTGAGE AMT: 312,000.00 CITY GROSSE POINTE SHORES :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 MI 48236 UNPAID BALANCE: 310,994.080 OPTION TO CONVERT : No MONTHLY P&I: 2,760.92 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815111 MORTGAGORS: DAVIDSON, JOHN ADDRESS : 3372 MIDDLEFIELD ROAD MORTGAGE AMT: 373,600.00 CITY PALO ALTO :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 94306 UNPAID BALANCE: 371,235.750 OPTION TO CONVERT : No MONTHLY P&I: 3,358.02 ANNUAL RATE ADJUST: 0.000 LTV : 67.92700 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815129 MORTGAGORS: SMITH, NANCY ADDRESS : 939 FEDERAL AVENUE EAST MORTGAGE AMT: 513,000.00 CITY SEATTLE :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 WA 98102 UNPAID BALANCE: 509,788.550 OPTION TO CONVERT : No MONTHLY P&I: 4,646.91 ANNUAL RATE ADJUST: 0.000 LTV : 55.76000 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815137 MORTGAGORS: HURSCHMAN, ALAN HURSCHMAN, AGNES ADDRESS : 5901 MARINA BAY COURT MORTGAGE AMT: 406,800.00 CITY ARLINGTON :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 TX 76013 UNPAID BALANCE: 403,163.860 OPTION TO CONVERT : No MONTHLY P&I: 3,599.82 ANNUAL RATE ADJUST: 0.000 LTV : 63.06900 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815145 MORTGAGORS: BALFOUR, BRUCE BALFOUR, HOLLY ADDRESS : 950 LAGUNA ROAD MORTGAGE AMT: 386,500.00 CITY FULLERTON :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 92835 UNPAID BALANCE: 385,267.300 OPTION TO CONVERT : No MONTHLY P&I: 3,447.02 ANNUAL RATE ADJUST: 0.000 LTV : 64.41600 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815152 MORTGAGORS: HOY, CURTIS SUE, KAREN ADDRESS : 2372 RUTLAND PLACE MORTGAGE AMT: 290,000.00 CITY THOUSAND OAKS :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 CA 91362 UNPAID BALANCE: 288,104.500 OPTION TO CONVERT : No MONTHLY P&I: 2,546.18 ANNUAL RATE ADJUST: 0.000 LTV : 69.54400 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815160 MORTGAGORS: LOUIE, DAVID SOE, DORENE ADDRESS : 2939 CEDRO LANE MORTGAGE AMT: 283,000.00 CITY WALNUT CREEK :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 94598 UNPAID BALANCE: 281,209.100 OPTION TO CONVERT : No MONTHLY P&I: 2,543.68 ANNUAL RATE ADJUST: 0.000 LTV : 64.02700 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815178 MORTGAGORS: PERDUE, DONALD PERDUE, ROSEMARY ADDRESS : 7217 MALONE ROAD MORTGAGE AMT: 293,700.00 CITY FORESTVILLE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 95436 UNPAID BALANCE: 291,799.810 OPTION TO CONVERT : No MONTHLY P&I: 2,598.98 ANNUAL RATE ADJUST: 0.000 LTV : 65.26600 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815186 MORTGAGORS: DELVECCHIO, JAMES DELVECCHIO, EILEEN ADDRESS : 50 WEST FOUNTAIN STREET MORTGAGE AMT: 309,500.00 CITY MILFORD :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 MA 01757 UNPAID BALANCE: 307,477.040 OPTION TO CONVERT : No MONTHLY P&I: 2,717.39 ANNUAL RATE ADJUST: 0.000 LTV : 69.86400 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815194 MORTGAGORS: KANEDA, KENZO KANEDA, SATSUKI ADDRESS : 2837 SUNNY GLEN ROAD MORTGAGE AMT: 356,000.00 CITY TORRANCE :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 CA 90505 UNPAID BALANCE: 353,673.110 OPTION TO CONVERT : No MONTHLY P&I: 3,125.66 ANNUAL RATE ADJUST: 0.000 LTV : 78.07000 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815202 MORTGAGORS: WALDA, BRUCE WALDA, CARLEEN ADDRESS : 14317 BOURGEOIS WAY MORTGAGE AMT: 255,000.00 CITY SAN DIEGO :\ STATE/ZIP :\ LIFETIME RATE : 7.37500 CA 92129 UNPAID BALANCE: 253,437.970 OPTION TO CONVERT : No MONTHLY P&I: 2,345.80 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 7.37500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815228 MORTGAGORS: DAVIS, JIMMY DAVIS, LUCINDA ADDRESS : 6015 IRWIN BRIDGE ROAD MORTGAGE AMT: 328,600.00 CITY PLEASANT PLAINS :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 IL 62677 UNPAID BALANCE: 326,336.650 OPTION TO CONVERT : No MONTHLY P&I: 2,885.10 ANNUAL RATE ADJUST: 0.000 LTV : 69.61800 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815236 MORTGAGORS: ROGERS, GREGORY ROGERS, LAURI ADDRESS : 10821 CHESTER ROAD MORTGAGE AMT: 303,000.00 CITY CINCINNATI :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 OH 45246 UNPAID BALANCE: 302,033.620 OPTION TO CONVERT : No MONTHLY P&I: 2,702.32 ANNUAL RATE ADJUST: 0.000 LTV : 76.70800 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815244 MORTGAGORS: URS, WALTER ADDRESS : 9 PINE MEADOW COURT MORTGAGE AMT: 580,000.00 CITY EAST BRUNSWICK :\ STATE/ZIP :\ LIFETIME RATE : 7.37500 NJ 08816 UNPAID BALANCE: 578,229.020 OPTION TO CONVERT : No MONTHLY P&I: 5,335.56 ANNUAL RATE ADJUST: 0.000 LTV : 68.23500 OUTSIDE CONV DATE: CURRENT INT 7.37500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815251 MORTGAGORS: KWONG, JAMES KWONG, LINDA ADDRESS : 2994 ROUNDHILL ROAD MORTGAGE AMT: 280,500.00 CITY ALAMO :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 94507 UNPAID BALANCE: 279,595.640 OPTION TO CONVERT : No MONTHLY P&I: 2,482.17 ANNUAL RATE ADJUST: 0.000 LTV : 40.07100 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815285 MORTGAGORS: TUCKER, SID ADDRESS : 2910 CARRIAGE WAY MORTGAGE AMT: 151,100.00 CITY WEST LINN :\ STATE/ZIP :\ LIFETIME RATE : 7.50000 OR 97068 UNPAID BALANCE: 149,940.000 OPTION TO CONVERT : No MONTHLY P&I: 1,400.72 ANNUAL RATE ADJUST: 0.000 LTV : 60.92700 OUTSIDE CONV DATE: CURRENT INT 7.50000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815293 MORTGAGORS: KIM, SOON KIM, YOUNG ADDRESS : 800 5TH AVENUE MORTGAGE AMT: 359,000.00 CITY LOS ANGELES :\ STATE/ZIP :\ LIFETIME RATE : 7.37500 CA 90005 UNPAID BALANCE: 356,800.940 OPTION TO CONVERT : No MONTHLY P&I: 3,302.52 ANNUAL RATE ADJUST: 0.000 LTV : 78.90100 OUTSIDE CONV DATE: CURRENT INT 7.37500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815301 MORTGAGORS: VIERRA, BRIAN ADDRESS : 43218 SHEEPHORN ROAD MORTGAGE AMT: 82,000.00 CITY BIG BEAR LAKE :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 CA 92315 UNPAID BALANCE: 81,746.870 OPTION TO CONVERT : No MONTHLY P&I: 748.55 ANNUAL RATE ADJUST: 0.000 LTV : 54.66600 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815319 MORTGAGORS: STANSFIELD, BYRON STANSFIELD, MYRLENE ADDRESS : 134 MANZANITA DRIVE MORTGAGE AMT: 298,000.00 CITY SPRINGDALE :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 UT 84767 UNPAID BALANCE: 297,080.090 OPTION TO CONVERT : No MONTHLY P&I: 2,720.33 ANNUAL RATE ADJUST: 0.000 LTV : 74.50000 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815327 MORTGAGORS: DAWOUDI, NAZAR AL-DAWOUDI, BLANCA ADDRESS : 1392 KENALAN DRIVE MORTGAGE AMT: 128,000.00 CITY SAN DIEGO :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 92154 UNPAID BALANCE: 127,189.980 OPTION TO CONVERT : No MONTHLY P&I: 1,150.50 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815335 MORTGAGORS: GARNER, AMON ADDRESS : 7928 NATIONAL SERVICE ROA MORTGAGE AMT: 63,000.00 CITY GREENSBORO :\ STATE/ZIP :\ LIFETIME RATE : 7.50000 NC 27409 UNPAID BALANCE: 62,808.740 OPTION TO CONVERT : No MONTHLY P&I: 584.02 ANNUAL RATE ADJUST: 0.000 LTV : 63.63600 OUTSIDE CONV DATE: CURRENT INT 7.50000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815343 MORTGAGORS: FERKEY, MICHAEL FERKET, MELISSA ADDRESS : 3782 COUNTRY ESTATES DRIV MORTGAGE AMT: 110,000.00 CITY COTTONWOOD :\ STATE/ZIP :\ LIFETIME RATE : 7.50000 CA 96022 UNPAID BALANCE: 109,667.010 OPTION TO CONVERT : No MONTHLY P&I: 1,019.71 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.50000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815350 MORTGAGORS: WINDSOR, MERRILL WINDSOR, CHERYL ADDRESS : 1315 KAROCK ROAD MORTGAGE AMT: 91,000.00 CITY CAMP CONNELL :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 CA 95223 UNPAID BALANCE: 90,719.080 OPTION TO CONVERT : No MONTHLY P&I: 830.71 ANNUAL RATE ADJUST: 0.000 LTV : 48.92400 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815368 MORTGAGORS: BEYER, ROBERT BEYER, KERI ADDRESS : 1134 FIRTH WAY MORTGAGE AMT: 293,600.00 CITY EL DORADO HILLS :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 CA 95762 UNPAID BALANCE: 292,693.660 OPTION TO CONVERT : No MONTHLY P&I: 2,680.17 ANNUAL RATE ADJUST: 0.000 LTV : 54.37000 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815376 MORTGAGORS: REYNOSO, JOSE REYNOSO, ELVIRA ADDRESS : 950 CLEARVIEW DRIVE MORTGAGE AMT: 213,000.00 CITY HOLLISTER :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 95023 UNPAID BALANCE: 212,320.660 OPTION TO CONVERT : No MONTHLY P&I: 1,899.65 ANNUAL RATE ADJUST: 0.000 LTV : 69.83600 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815384 MORTGAGORS: BUZZARD, THOMAS DOYLE-BUZZARD, RUTH ADDRESS : 24799 GUADALUPE STREET MORTGAGE AMT: 340,000.00 CITY CARMEL :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 93923 UNPAID BALANCE: 338,927.310 OPTION TO CONVERT : No MONTHLY P&I: 3,056.02 ANNUAL RATE ADJUST: 0.000 LTV : 75.55500 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815392 MORTGAGORS: LARES, JESSE LARES, ROSA ADDRESS : 3631 SAWTELLE BOULEVARD MORTGAGE AMT: 210,000.00 CITY LOS ANGELES :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 90066 UNPAID BALANCE: 209,322.940 OPTION TO CONVERT : No MONTHLY P&I: 1,858.31 ANNUAL RATE ADJUST: 0.000 LTV : 70.00000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815400 MORTGAGORS: KIM, SANG KIM, YEN ADDRESS : 528 WEST LEMON AVENUE MORTGAGE AMT: 590,000.00 CITY ARCADIA :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 CA 91007 UNPAID BALANCE: 588,178.690 OPTION TO CONVERT : No MONTHLY P&I: 5,385.89 ANNUAL RATE ADJUST: 0.000 LTV : 69.82200 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815426 MORTGAGORS: JOSEPH, EMIL JOSEPH, MARY ADDRESS : 1511 NORTH PACIFIC AVENUE MORTGAGE AMT: 230,000.00 CITY GLENDALE :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 91202 UNPAID BALANCE: 229,274.360 OPTION TO CONVERT : No MONTHLY P&I: 2,067.31 ANNUAL RATE ADJUST: 0.000 LTV : 38.33300 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815434 MORTGAGORS: RUDENBERG, GREGG ADDRESS : 2035 FRANKFORT STREET MORTGAGE AMT: 300,000.00 CITY SAN DIEGO :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 CA 92110 UNPAID BALANCE: 299,073.910 OPTION TO CONVERT : No MONTHLY P&I: 2,738.59 ANNUAL RATE ADJUST: 0.000 LTV : 71.42800 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0007815442 MORTGAGORS: JOHNSON, ERIK JOHNSON, DONNA ADDRESS : 8015 SAWBACK TRAIL MORTGAGE AMT: 240,000.00 CITY COLORADO SPRINGS :\ STATE/ZIP :\ LIFETIME RATE : 7.37500 CO 80919 UNPAID BALANCE: 239,267.180 OPTION TO CONVERT : No MONTHLY P&I: 2,207.82 ANNUAL RATE ADJUST: 0.000 LTV : 57.83100 OUTSIDE CONV DATE: CURRENT INT 7.37500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0031026016 MORTGAGORS: CHAMBERS, GORDON CHAMBERS, WILLENE ADDRESS : 6320 WATERS EDGE LANE MORTGAGE AMT: 260,000.00 CITY KNOXVILLE :\ STATE/ZIP :\ LIFETIME RATE : 7.50000 TN 37919 UNPAID BALANCE: 243,653.320 OPTION TO CONVERT : No MONTHLY P&I: 2,410.23 ANNUAL RATE ADJUST: 0.000 LTV : 59.09000 OUTSIDE CONV DATE: CURRENT INT 7.50000 MATURITY DATE: 10/01/12 RATE: 02 -------------------------------------------------------------------------------- LN # 0031168156 MORTGAGORS: THUMRONG, DUANGRAT BANJONGLAK, DUANGRAT ADDRESS : 2486 TREEHOUSE DRIVE MORTGAGE AMT: 438,750.00 CITY WOODBRIDGE :\ STATE/ZIP :\ LIFETIME RATE : 7.50000 VA 22192 UNPAID BALANCE: 387,835.400 OPTION TO CONVERT : No MONTHLY P&I: 4,067.27 ANNUAL RATE ADJUST: 0.000 LTV : 76.30434 OUTSIDE CONV DATE: CURRENT INT 7.50000 MATURITY DATE: 01/01/13 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0031341043 MORTGAGORS: SYKES, RAYMOND SYKES, JUDY ADDRESS : 17912 HALLCROFT LANE MORTGAGE AMT: 276,000.00 CITY HUNTINGTON BEACH :\ STATE/ZIP :\ LIFETIME RATE : 7.50000 CA 92647 UNPAID BALANCE: 261,263.820 OPTION TO CONVERT : No MONTHLY P&I: 2,558.56 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.50000 MATURITY DATE: 02/01/13 RATE: 02 -------------------------------------------------------------------------------- LN # 0031397326 MORTGAGORS: COYLE, MONTY COYLE, LYNN ADDRESS : 22025 S RIDGE RD MORTGAGE AMT: 365,000.00 CITY OREGON CITY :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 OR 97045 UNPAID BALANCE: 348,081.180 OPTION TO CONVERT : No MONTHLY P&I: 3,280.73 ANNUAL RATE ADJUST: 0.000 LTV : 57.93650 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/13 RATE: 02 -------------------------------------------------------------------------------- LN # 0031810807 MORTGAGORS: DAVIS, RICHARD DAVIS, GEORGINE ADDRESS : 5 TWIN LAKES DR MORTGAGE AMT: 545,000.00 CITY MANALAPAN :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 NJ 07726 UNPAID BALANCE: 537,898.880 OPTION TO CONVERT : No MONTHLY P&I: 4,860.61 ANNUAL RATE ADJUST: 0.000 LTV : 77.85700 OUTSIDE CONV DATE:\ CURRENT INT 6.87500 MATURITY DATE: 01/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0031818909 MORTGAGORS: LIGHT, RICHARD ADDRESS : 9470 CHESAPEAKE DR MORTGAGE AMT: 328,000.00 CITY BRENTWOOD :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 TN 37027 UNPAID BALANCE: 318,138.560 OPTION TO CONVERT : No MONTHLY P&I: 2,902.51 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 08/01/13 RATE: 02 -------------------------------------------------------------------------------- LN # 0031839772 MORTGAGORS: PAVOL, MARK PAVOL, DIANE ADDRESS : 1 CAVALIER COURT MORTGAGE AMT: 262,000.00 CITY EAST AMWELL TOWNSHIP :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 NJ 08551 UNPAID BALANCE: 262,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,318.47 ANNUAL RATE ADJUST: 0.000 LTV : 77.05800 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 05/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0031850977 MORTGAGORS: OLIVES CHAVEZ, MARCIA HELFMAN, SARAH ADDRESS : 121 FAWN LANE MORTGAGE AMT: 261,000.00 CITY HAVERFORD :\ STATE/ZIP :\ LIFETIME RATE : 6.25000 PA 19041 UNPAID BALANCE: 258,350.740 OPTION TO CONVERT : No MONTHLY P&I: 2,237.88 ANNUAL RATE ADJUST: 0.000 LTV : 90.00000 OUTSIDE CONV DATE: CURRENT INT 6.25000 MATURITY DATE: 02/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0031883812 MORTGAGORS: LAGOS, JESUS LAGOS, BIENVENIDA ADDRESS : 828 MADISON AVENUE MORTGAGE AMT: 130,000.00 CITY PATERSON :\ STATE/ZIP :\ LIFETIME RATE : 7.87500 NJ 07501 UNPAID BALANCE: 128,852.910 OPTION TO CONVERT : No MONTHLY P&I: 1,232.99 ANNUAL RATE ADJUST: 0.000 LTV : 67.70833 OUTSIDE CONV DATE: CURRENT INT 7.87500 MATURITY DATE: 02/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0031914245 MORTGAGORS: JIMISON, RICHARD JIMISON, KATHLEEN JIMISON, KATHERINE ADDRESS : 246 AVENIDA DE DIAMANTE MORTGAGE AMT: 297,000.00 CITY ARROYO GRANDE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 93420 UNPAID BALANCE: 296,042.450 OPTION TO CONVERT : No MONTHLY P&I: 2,628.18 ANNUAL RATE ADJUST: 0.000 LTV : 90.00000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0031914682 MORTGAGORS: HARMIER, LARRY HARMIER, JANET ADDRESS : 2101 EL RANCHO VISTA MORTGAGE AMT: 292,000.00 CITY FULLERTON :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 92833 UNPAID BALANCE: 287,987.410 OPTION TO CONVERT : No MONTHLY P&I: 2,604.21 ANNUAL RATE ADJUST: 0.000 LTV : 84.76000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 01/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0031916380 MORTGAGORS: DAUSMAN, CAROL ADDRESS : 304 NORTH BERWICK ROAD MORTGAGE AMT: 37,730.00 CITY SYRACUSE :\ STATE/ZIP :\ LIFETIME RATE : 7.37500 NY 13208 UNPAID BALANCE: 37,730.000 OPTION TO CONVERT : No MONTHLY P&I: 347.09 ANNUAL RATE ADJUST: 0.000 LTV : 57.16600 OUTSIDE CONV DATE: CURRENT INT 7.37500 MATURITY DATE: 05/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0031919434 MORTGAGORS: CAHANA, ALBERT CAHANA, AYALA ADDRESS : 647 & 643 MONTGOMERY SCHO MORTGAGE AMT: 500,000.00 CITY WYNNEWOOD :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 PA 19096 UNPAID BALANCE: 500,000.000 OPTION TO CONVERT : No MONTHLY P&I: 4,529.16 ANNUAL RATE ADJUST: 0.000 LTV : 66.22500 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 05/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0031921125 MORTGAGORS: JUBERT, JOANNE ADDRESS : 120 RIVERVIEW AVENUE MORTGAGE AMT: 132,000.00 CITY LITTLE SILVER :\ STATE/ZIP :\ LIFETIME RATE : 7.50000 NJ 07739 UNPAID BALANCE: 130,390.350 OPTION TO CONVERT : No MONTHLY P&I: 1,223.66 ANNUAL RATE ADJUST: 0.000 LTV : 71.35100 OUTSIDE CONV DATE: CURRENT INT 7.50000 MATURITY DATE: 01/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0031936669 MORTGAGORS: TAVELARIS, STEVE ADDRESS : 23 CARRIAGE COURT MORTGAGE AMT: 94,000.00 CITY PITTSFORD :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 NY 14534 UNPAID BALANCE: 93,478.310 OPTION TO CONVERT : No MONTHLY P&I: 858.09 ANNUAL RATE ADJUST: 0.000 LTV : 66.66600 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0031939812 MORTGAGORS: DAS, NIRODE DAS, CYNTHIA ADDRESS : 840 SHEFFIELD ROAD MORTGAGE AMT: 326,000.00 CITY SHAVERTOWN :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 PA 18708 UNPAID BALANCE: 323,891.990 OPTION TO CONVERT : No MONTHLY P&I: 2,884.80 ANNUAL RATE ADJUST: 0.000 LTV : 56.20600 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0031942923 MORTGAGORS: BRUTON, CHARLES ADDRESS : 146 GLASSBORO LANE MORTGAGE AMT: 273,000.00 CITY OAK RIDGE :\ STATE/ZIP :\ LIFETIME RATE : 6.25000 TN 37830 UNPAID BALANCE: 267,414.400 OPTION TO CONVERT : No MONTHLY P&I: 2,340.76 ANNUAL RATE ADJUST: 0.000 LTV : 85.31200 OUTSIDE CONV DATE: CURRENT INT 6.25000 MATURITY DATE: 11/01/13 RATE: 02 -------------------------------------------------------------------------------- LN # 0031951965 MORTGAGORS: ASGHAR, SYED ASGHAR, FATIMA ADDRESS : 2 PARKWOOD LANE MORTGAGE AMT: 435,000.00 CITY COLTS NECK :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 NJ 07722 UNPAID BALANCE: 432,276.820 OPTION TO CONVERT : No MONTHLY P&I: 3,940.37 ANNUAL RATE ADJUST: 0.000 LTV : 41.42800 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0031962608 MORTGAGORS: POTTER, JOHN POTTER, LORETTA ADDRESS : 748 CENTER STREET MORTGAGE AMT: 100,000.00 CITY FORKED RIVER :\ STATE/ZIP :\ LIFETIME RATE : 7.75000 NJ 08731 UNPAID BALANCE: 99,407.200 OPTION TO CONVERT : No MONTHLY P&I: 941.28 ANNUAL RATE ADJUST: 0.000 LTV : 69.44400 OUTSIDE CONV DATE: CURRENT INT 7.75000 MATURITY DATE: 03/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0031968274 MORTGAGORS: SHIPPER, ROCHELLE ADDRESS : 117 EAST 57TH STREET#25C MORTGAGE AMT: 152,000.00 CITY NEW YORK :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 NY 10022 UNPAID BALANCE: 151,520.450 OPTION TO CONVERT : No MONTHLY P&I: 1,366.22 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0031973142 MORTGAGORS: BLACKWELL, SAMUEL WATSON, ARA ADDRESS : 3805 VINELAND AVENUE MORTGAGE AMT: 334,000.00 CITY STUDIO CITY :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 CA 91604 UNPAID BALANCE: 331,793.380 OPTION TO CONVERT : No MONTHLY P&I: 2,909.50 ANNUAL RATE ADJUST: 0.000 LTV : 78.58800 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0031977390 MORTGAGORS: GROSSMAN, MARVIN GROSSMAN, CAROL ADDRESS : 134 EAST ATLANTIC BLVD MORTGAGE AMT: 249,000.00 CITY OCEAN CITY :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 NJ 08226 UNPAID BALANCE: 247,407.130 OPTION TO CONVERT : No MONTHLY P&I: 2,220.72 ANNUAL RATE ADJUST: 0.000 LTV : 56.84900 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0031987944 MORTGAGORS: PADILLA, LORENZO PADILLA, ENEIDA ADDRESS : 2730 NORITE PLACE MORTGAGE AMT: 270,000.00 CITY OXNARD :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 93030 UNPAID BALANCE: 269,129.490 OPTION TO CONVERT : No MONTHLY P&I: 2,389.26 ANNUAL RATE ADJUST: 0.000 LTV : 77.14200 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0031989155 MORTGAGORS: WILBUR, SUZANNE ADDRESS : 5096 JENNIFER DRIVE MORTGAGE AMT: 53,000.00 CITY NORTH SYRACUSE :\ STATE/ZIP :\ LIFETIME RATE : 7.75000 NY 13212 UNPAID BALANCE: 52,843.410 OPTION TO CONVERT : No MONTHLY P&I: 498.88 ANNUAL RATE ADJUST: 0.000 LTV : 56.98900 OUTSIDE CONV DATE: CURRENT INT 7.75000 MATURITY DATE: 04/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0031990161 MORTGAGORS: HENDERSON, JAMES HENDERSON, CYNTHIA ADDRESS : 1204 WEST DAVIS STREET MORTGAGE AMT: 350,000.00 CITY BURLINGTON :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 NC 27215 UNPAID BALANCE: 347,712.320 OPTION TO CONVERT : No MONTHLY P&I: 3,072.98 ANNUAL RATE ADJUST: 0.000 LTV : 72.91600 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0031995301 MORTGAGORS: MORAN, MARY ADDRESS : 24 SALT SPRAY LANE MORTGAGE AMT: 110,000.00 CITY SOUTH CHATHAM :\ STATE/ZIP :\ LIFETIME RATE : 7.50000 MA 02659 UNPAID BALANCE: 109,667.790 OPTION TO CONVERT : No MONTHLY P&I: 1,019.71 ANNUAL RATE ADJUST: 0.000 LTV : 36.66600 OUTSIDE CONV DATE: CURRENT INT 7.50000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0031995632 MORTGAGORS: CONSTANTINO, EDWIN CONSTANTINO, JACQUELINE ADDRESS : 6 FAIRWAY DRIVE MORTGAGE AMT: 353,000.00 CITY GREENBROOK :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 NJ 08812 UNPAID BALANCE: 353,000.000 OPTION TO CONVERT : No MONTHLY P&I: 3,172.87 ANNUAL RATE ADJUST: 0.000 LTV : 54.72800 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0031997604 MORTGAGORS: RUMBLE, MICHAEL RUMBLE, JACKIE RUMBLE, JACKIE ADDRESS : DAVIS & EASLEY RD MORTGAGE AMT: 347,000.00 CITY OLD FORT :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 TN 37362 UNPAID BALANCE: 345,881.240 OPTION TO CONVERT : No MONTHLY P&I: 3,070.64 ANNUAL RATE ADJUST: 0.000 LTV : 88.97400 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032000549 MORTGAGORS: HURLEY, JOHN HURLEY, ELLEN ADDRESS : 316 ST. DAVIDS ROAD MORTGAGE AMT: 425,000.00 CITY SAINT DAVIDS :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 PA 19087 UNPAID BALANCE: 423,629.760 OPTION TO CONVERT : No MONTHLY P&I: 3,760.87 ANNUAL RATE ADJUST: 0.000 LTV : 70.83300 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032001638 MORTGAGORS: ERWIN, WILLIAM ERWIN, CAROL ADDRESS : 1103 HAVRE LAFITTE DRIVE MORTGAGE AMT: 481,100.00 CITY AUSTIN :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 TX 78705 UNPAID BALANCE: 478,120.740 OPTION TO CONVERT : No MONTHLY P&I: 4,391.79 ANNUAL RATE ADJUST: 0.000 LTV : 79.14300 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032006033 MORTGAGORS: ROSE, GARY ROSE, MARCIA ADDRESS : 1000 ISLAND BLVD.#2006 & MORTGAGE AMT: 435,000.00 CITY WILLIAMS ISLAND :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 FL 33160 UNPAID BALANCE: 432,276.840 OPTION TO CONVERT : No MONTHLY P&I: 3,940.36 ANNUAL RATE ADJUST: 0.000 LTV : 60.00000 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032009177 MORTGAGORS: TAYLOR, DAVID TAYLOR, RUTH ADDRESS : 2183 PASEO DEL MAR MORTGAGE AMT: 355,000.00 CITY SAN PEDRO :\ STATE/ZIP :\ LIFETIME RATE : 6.37500 CA 90732 UNPAID BALANCE: 353,817.850 OPTION TO CONVERT : No MONTHLY P&I: 3,068.09 ANNUAL RATE ADJUST: 0.000 LTV : 77.17300 OUTSIDE CONV DATE: CURRENT INT 6.37500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032009631 MORTGAGORS: HERMAN, JOSEPH ADDRESS : 111 S. HIBISCUS DRIVE MORTGAGE AMT: 500,000.00 CITY MIAMI BEACH :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 FL 33139 UNPAID BALANCE: 498,405.310 OPTION TO CONVERT : No MONTHLY P&I: 4,459.27 ANNUAL RATE ADJUST: 0.000 LTV : 71.94200 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032012189 MORTGAGORS: ST. GEORGE, CRAIG ADDRESS : 1628 SIXTH STREET MORTGAGE AMT: 33,000.00 CITY TRENTON :\ STATE/ZIP :\ LIFETIME RATE : 8.37500 NJ 08638 UNPAID BALANCE: 32,907.760 OPTION TO CONVERT : No MONTHLY P&I: 322.55 ANNUAL RATE ADJUST: 0.000 LTV : 66.00000 OUTSIDE CONV DATE: CURRENT INT 8.37500 MATURITY DATE: 04/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0032012197 MORTGAGORS: RAABE, DANIEL RAABE, SUSAN ADDRESS : 158 MCNIEL COVE MORTGAGE AMT: 505,000.00 CITY CHARLOTTE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 VT 05445 UNPAID BALANCE: 503,371.840 OPTION TO CONVERT : No MONTHLY P&I: 4,468.79 ANNUAL RATE ADJUST: 0.000 LTV : 63.12500 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032014250 MORTGAGORS: BEATTIE, TED BEATTIE, PENELOPE ADDRESS : 615 W. DEMING #501 MORTGAGE AMT: 350,000.00 CITY CHICAGO :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 IL 60614 UNPAID BALANCE: 350,000.000 OPTION TO CONVERT : No MONTHLY P&I: 3,145.90 ANNUAL RATE ADJUST: 0.000 LTV : 74.77900 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032015596 MORTGAGORS: SHEU, JA-PUNG SHEU, CHIEH ADDRESS : 9 BRIDALWOOD COURT MORTGAGE AMT: 290,400.00 CITY BERNARDS TOWNSHIP :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 NJ 07920 UNPAID BALANCE: 290,400.000 OPTION TO CONVERT : No MONTHLY P&I: 2,589.95 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032016099 MORTGAGORS: LEVIN, MARVIN LEVIN, NANCY ADDRESS : 1541 ASBURY AVENUE MORTGAGE AMT: 342,000.00 CITY WINNETKA :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 IL 60093 UNPAID BALANCE: 342,000.000 OPTION TO CONVERT : No MONTHLY P&I: 3,050.15 ANNUAL RATE ADJUST: 0.000 LTV : 63.80500 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032017162 MORTGAGORS: MASON, DANNY MASON, JUDY ADDRESS : 314 MARSON TRIGG ROAD MORTGAGE AMT: 440,000.00 CITY SEMINARY :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 MS 39479 UNPAID BALANCE: 438,550.460 OPTION TO CONVERT : No MONTHLY P&I: 3,832.87 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032019697 MORTGAGORS: OLD, RANDOLPH OLD, JOSEPHINE ADDRESS : 103 ASKEWTON ROAD MORTGAGE AMT: 312,000.00 CITY SEVERNA PARK :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 MD 21146 UNPAID BALANCE: 310,972.140 OPTION TO CONVERT : No MONTHLY P&I: 2,717.86 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032021354 MORTGAGORS: HERNANDEZ, MARIO HERNANDEZ, ADA ADDRESS : 2340 BAYVIEW LANE MORTGAGE AMT: 274,000.00 CITY N. MIAMI BEACH :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 FL 33181 UNPAID BALANCE: 272,406.040 OPTION TO CONVERT : No MONTHLY P&I: 3,163.75 ANNUAL RATE ADJUST: 0.000 LTV : 66.82900 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/09 RATE: 02 -------------------------------------------------------------------------------- LN # 0032023038 MORTGAGORS: DUKE, CULLEN DUKE, ANDREA ADDRESS : 1712 HEIGHTS BOULEVARD MORTGAGE AMT: 325,000.00 CITY HOUSTON :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 TX 77008 UNPAID BALANCE: 323,963.450 OPTION TO CONVERT : No MONTHLY P&I: 2,898.53 ANNUAL RATE ADJUST: 0.000 LTV : 61.32000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032024598 MORTGAGORS: GAMERO, FRANKLIN DE GAMERO, ILIANA ADDRESS : 5205 ALTON ROAD MORTGAGE AMT: 315,000.00 CITY MIAMI BEACH :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 FL 33140 UNPAID BALANCE: 311,968.730 OPTION TO CONVERT : No MONTHLY P&I: 2,809.34 ANNUAL RATE ADJUST: 0.000 LTV : 70.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 02/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032025298 MORTGAGORS: WILLIS, CALVIN WILLIS, GLADYS ADDRESS : 2671 PREAKNESS WAY MORTGAGE AMT: 301,600.00 CITY NORCO, :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 CA 91760 UNPAID BALANCE: 300,606.410 OPTION TO CONVERT : No MONTHLY P&I: 2,627.26 ANNUAL RATE ADJUST: 0.000 LTV : 79.99600 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032026908 MORTGAGORS: HERSHKOVICH, ITSHAK ADDRESS : 2302 GREENSIDE COURT MORTGAGE AMT: 476,000.00 CITY PONTE VEDRA BEACH :\ STATE/ZIP :\ LIFETIME RATE : 6.00000 FL 32082 UNPAID BALANCE: 474,363.240 OPTION TO CONVERT : No MONTHLY P&I: 4,016.76 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.00000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032027302 MORTGAGORS: CRIGLER, SAMUEL CRIGLER, GAIL ADDRESS : 5684 OAK LAKE TRAIL MORTGAGE AMT: 269,100.00 CITY OVIEDO, COUNTY OF SE :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 FL 32765 UNPAID BALANCE: 267,378.560 OPTION TO CONVERT : No MONTHLY P&I: 2,399.98 ANNUAL RATE ADJUST: 0.000 LTV : 79.70900 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032027849 MORTGAGORS: FRANCIS, LOLA ADDRESS : 20460 NW 44TH AVE MORTGAGE AMT: 63,000.00 CITY MIAMI :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 FL 33055 UNPAID BALANCE: 62,704.360 OPTION TO CONVERT : No MONTHLY P&I: 566.26 ANNUAL RATE ADJUST: 0.000 LTV : 64.28500 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0032029787 MORTGAGORS: RUSSO, CARL RUSSO, CAROL ADDRESS : 31505 DEER RUN LANE MORTGAGE AMT: 412,500.00 CITY WESTLAKE :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 OH 44145 UNPAID BALANCE: 411,198.580 OPTION TO CONVERT : No MONTHLY P&I: 3,707.67 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032029910 MORTGAGORS: DAVERSA, JOE DAVERSA, JUDY ADDRESS : 13705 S.W. 73 CT. MORTGAGE AMT: 54,000.00 CITY MIAMI :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 FL 33158 UNPAID BALANCE: 53,685.870 OPTION TO CONVERT : No MONTHLY P&I: 623.51 ANNUAL RATE ADJUST: 0.000 LTV : 17.70400 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/09 RATE: 02 -------------------------------------------------------------------------------- LN # 0032031940 MORTGAGORS: LINCOLN, ROBERT ADDRESS : 21 CLAPP ROAD MORTGAGE AMT: 90,000.00 CITY HANOVER :\ STATE/ZIP :\ LIFETIME RATE : 7.50000 MA 02339 UNPAID BALANCE: 90,000.000 OPTION TO CONVERT : No MONTHLY P&I: 834.31 ANNUAL RATE ADJUST: 0.000 LTV : 56.25000 OUTSIDE CONV DATE: CURRENT INT 7.50000 MATURITY DATE: 05/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032032914 MORTGAGORS: DULLE, MARK DULLE, PEGGY ADDRESS : 25688 SECRET MEADOW COURT MORTGAGE AMT: 390,250.00 CITY CASTRO VALLEY :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 CA 94552 UNPAID BALANCE: 388,978.130 OPTION TO CONVERT : No MONTHLY P&I: 3,426.38 ANNUAL RATE ADJUST: 0.000 LTV : 79.99300 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032037244 MORTGAGORS: NORES, DONALD NORES, JOYCE ADDRESS : 38846 WATERVIEW DRIVE MORTGAGE AMT: 330,000.00 CITY BIG BEAR LAKE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 92315 UNPAID BALANCE: 328,936.040 OPTION TO CONVERT : No MONTHLY P&I: 2,920.21 ANNUAL RATE ADJUST: 0.000 LTV : 42.58000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032037897 MORTGAGORS: KOCH, GERALD KOCH, SANDRA ADDRESS : 5654 TAPPAN DR MORTGAGE AMT: 111,000.00 CITY RENO :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 NV 89523 UNPAID BALANCE: 110,657.350 OPTION TO CONVERT : No MONTHLY P&I: 1,013.28 ANNUAL RATE ADJUST: 0.000 LTV : 57.35600 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 04/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0032038317 MORTGAGORS: CASEY, JAMES CASEY, ROBIN ADDRESS : 1120 OLD COUNTY ROAD MORTGAGE AMT: 381,000.00 CITY SEVERNA PARK :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 MD 21146 UNPAID BALANCE: 379,771.620 OPTION TO CONVERT : No MONTHLY P&I: 3,371.51 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032039463 MORTGAGORS: DENNIS, RUSSELL DENNIS, MARGUERITE ADDRESS : 2 OLD TOWN ROAD MORTGAGE AMT: 600,000.00 CITY WELLESLEY :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 MA 02481 UNPAID BALANCE: 600,000.000 OPTION TO CONVERT : No MONTHLY P&I: 5,226.64 ANNUAL RATE ADJUST: 0.000 LTV : 63.15700 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 05/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032039497 MORTGAGORS: DENNIS, RUSSELL DENNIS, MARGUERITE ADDRESS : 540 OLD POST ROAD MORTGAGE AMT: 373,000.00 CITY COTUIT :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 MA 02635 UNPAID BALANCE: 373,000.000 OPTION TO CONVERT : No MONTHLY P&I: 3,249.23 ANNUAL RATE ADJUST: 0.000 LTV : 53.28500 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 05/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032042624 MORTGAGORS: SGHIATTI, VINCENT ADDRESS : 400 LOMBARD AVENUE, MORTGAGE AMT: 650,000.00 CITY PACIFIC PALISADES AR :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 90272 UNPAID BALANCE: 647,904.330 OPTION TO CONVERT : No MONTHLY P&I: 5,751.92 ANNUAL RATE ADJUST: 0.000 LTV : 61.90400 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032044190 MORTGAGORS: SESSLER, BRUCE SESSLER, PAMELA ADDRESS : 18 GREENWICH ROAD MORTGAGE AMT: 485,000.00 CITY WINDHAM :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 NH 03087 UNPAID BALANCE: 485,000.000 OPTION TO CONVERT : No MONTHLY P&I: 4,427.39 ANNUAL RATE ADJUST: 0.000 LTV : 76.98400 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 05/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032044943 MORTGAGORS: STEEN, RAYMOND STEEN, PATRICIA STEEN, PATRICIA ADDRESS : 8935 RIDERWOOD DRIVE MORTGAGE AMT: 175,000.00 CITY SUNLAND :\ STATE/ZIP :\ LIFETIME RATE : 7.37500 CA 91040 UNPAID BALANCE: 174,465.650 OPTION TO CONVERT : No MONTHLY P&I: 1,609.87 ANNUAL RATE ADJUST: 0.000 LTV : 77.77700 OUTSIDE CONV DATE: CURRENT INT 7.37500 MATURITY DATE: 04/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0032047995 MORTGAGORS: ABTS, HENRY ABTS, BONNIE ADDRESS : 680 TUMBLEWEED CIRCLE MORTGAGE AMT: 335,000.00 CITY INCLINE VILLAGE :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 NV 89451 UNPAID BALANCE: 335,000.000 OPTION TO CONVERT : No MONTHLY P&I: 3,034.54 ANNUAL RATE ADJUST: 0.000 LTV : 77.90600 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 05/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0032048183 MORTGAGORS: COHN, VANESSA COHN, RONALD ADDRESS : 2903 WALLCRAFT AVENUE MORTGAGE AMT: 344,000.00 CITY TAMPA :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 FL 33611 UNPAID BALANCE: 335,044.800 OPTION TO CONVERT : No MONTHLY P&I: 3,067.98 ANNUAL RATE ADJUST: 0.000 LTV : 76.44400 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 09/01/13 RATE: 02 -------------------------------------------------------------------------------- LN # 0032050015 MORTGAGORS: LOUIE, FRANKLIN LOUIE, JEAN ADDRESS : 703 HILLCREST TERRACE MORTGAGE AMT: 425,000.00 CITY FREMONT, :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 94539 UNPAID BALANCE: 422,281.250 OPTION TO CONVERT : No MONTHLY P&I: 3,790.39 ANNUAL RATE ADJUST: 0.000 LTV : 35.12300 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032050031 MORTGAGORS: KATCHEN, CRAIG ADDRESS : 624 VIA LINDA COURT MORTGAGE AMT: 100,000.00 CITY LAS VEGAS :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 NV 89134 UNPAID BALANCE: 99,681.060 OPTION TO CONVERT : No MONTHLY P&I: 891.86 ANNUAL RATE ADJUST: 0.000 LTV : 24.39000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032051096 MORTGAGORS: LAZAROF, SARGON ADDRESS : 21237 MULHOLLAND DRIVE MORTGAGE AMT: 320,000.00 CITY WOODLAND HILLS AREA :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 91364 UNPAID BALANCE: 318,990.420 OPTION TO CONVERT : No MONTHLY P&I: 2,876.25 ANNUAL RATE ADJUST: 0.000 LTV : 49.23100 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032052383 MORTGAGORS: HARDY, JAMES HARDY, DIANE HARDY, DIANE ADDRESS : 810 MARINA POINTE COURT MORTGAGE AMT: 380,000.00 CITY SENECA :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 SC 29672 UNPAID BALANCE: 378,761.540 OPTION TO CONVERT : No MONTHLY P&I: 3,336.38 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032053175 MORTGAGORS: COLLINS, KEVIN COLLINS, SHERIE COLLINS, CHERIE ADDRESS : 2015 18TH AVE. NW MORTGAGE AMT: 299,250.00 CITY MINOT :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 ND 58702 UNPAID BALANCE: 298,295.580 OPTION TO CONVERT : No MONTHLY P&I: 2,668.87 ANNUAL RATE ADJUST: 0.000 LTV : 95.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032053472 MORTGAGORS: PUETZ, JOHN PUETZ, NANCI ADDRESS : 20 CANADAY COURT MORTGAGE AMT: 273,000.00 CITY MONTGOMERY TOWNSHIP :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 NJ 08502 UNPAID BALANCE: 272,110.270 OPTION TO CONVERT : No MONTHLY P&I: 2,396.92 ANNUAL RATE ADJUST: 0.000 LTV : 63.48800 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032054728 MORTGAGORS: CHANDLER, GEORGE CHANDLER, PATRICIA ADDRESS : 670 MEZNER WAY #302 MORTGAGE AMT: 300,000.00 CITY NAPLES :\ STATE/ZIP :\ LIFETIME RATE : 8.50000 FL 34108 UNPAID BALANCE: 200,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,954.22 ANNUAL RATE ADJUST: 0.000 LTV : 67.41500 OUTSIDE CONV DATE: CURRENT INT 8.50000 MATURITY DATE: 05/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0032055675 MORTGAGORS: ESTEBAN, LOPE ESTEBAN, ELENITA ADDRESS : 2251 NASSAU DRIVE MORTGAGE AMT: 270,000.00 CITY OXNARD :\ STATE/ZIP :\ LIFETIME RATE : 6.37500 CA 93030 UNPAID BALANCE: 268,197.020 OPTION TO CONVERT : No MONTHLY P&I: 2,333.48 ANNUAL RATE ADJUST: 0.000 LTV : 90.00000 OUTSIDE CONV DATE: CURRENT INT 6.37500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032059487 MORTGAGORS: STEIN, PHILIP STEIN, SANDRA ADDRESS : 3 HARBOURTON RIDGE ROAD MORTGAGE AMT: 307,500.00 CITY PENNINGTON :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 NJ 08534 UNPAID BALANCE: 307,500.000 OPTION TO CONVERT : No MONTHLY P&I: 2,763.90 ANNUAL RATE ADJUST: 0.000 LTV : 71.51100 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032060204 MORTGAGORS: ORESTIS, JOHN SHAW, SANDRA ADDRESS : 253 PRINCESS POINT RD MORTGAGE AMT: 357,000.00 CITY YARMOUTH :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 ME 04096 UNPAID BALANCE: 355,885.870 OPTION TO CONVERT : No MONTHLY P&I: 3,233.82 ANNUAL RATE ADJUST: 0.000 LTV : 60.00000 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032060352 MORTGAGORS: MATHEW, TESSY ADDRESS : 5496 MILLBROOK WAY MORTGAGE AMT: 343,000.00 CITY PALM HARBOR :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 FL 34685 UNPAID BALANCE: 341,917.850 OPTION TO CONVERT : No MONTHLY P&I: 3,082.98 ANNUAL RATE ADJUST: 0.000 LTV : 70.00000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032061350 MORTGAGORS: BROWNSTEIN, NEILL BROWSTEIN, JEAN HAMILTON, JEAN ADDRESS : 591 STANFORD AVENUE MORTGAGE AMT: 336,700.00 CITY PALO ALTO :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 CA 94306 UNPAID BALANCE: 336,700.000 OPTION TO CONVERT : No MONTHLY P&I: 2,956.21 ANNUAL RATE ADJUST: 0.000 LTV : 47.75800 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 05/01/14 RATE: ----------PRODUCT CODE:002 -------------------------------------------------------------------------------- LN # 0032061376 MORTGAGORS: MINNS, JOHN MINNS, SHARMON ADDRESS : 1301 SEA CREST MORTGAGE AMT: 300,000.00 CITY HILTON HEAD ISLAND :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 SC 29928 UNPAID BALANCE: 299,032.770 OPTION TO CONVERT : No MONTHLY P&I: 2,654.73 ANNUAL RATE ADJUST: 0.000 LTV : 60.60600 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032061954 MORTGAGORS: RUSH, ATWOOD RUSH, ANGELA ADDRESS : 2621 WINCHESTER ROAD MORTGAGE AMT: 292,000.00 CITY MONTGOMERY :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 AL 36106 UNPAID BALANCE: 289,129.240 OPTION TO CONVERT : No MONTHLY P&I: 2,563.74 ANNUAL RATE ADJUST: 0.000 LTV : 51.68100 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 02/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032063992 MORTGAGORS: STEAD, MICHAEL STEAD, LISA ADDRESS : 36 HURLEY AVENUE MORTGAGE AMT: 304,000.00 CITY WYCKOFF :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 NJ 07481 UNPAID BALANCE: 304,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,775.11 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 05/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032064107 MORTGAGORS: DEROY, CRAIG DEROY, LOREN ADDRESS : 25 CABALLEROS ROAD MORTGAGE AMT: 922,000.00 CITY ROLLING HILLS :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 CA 90274 UNPAID BALANCE: 906,647.360 OPTION TO CONVERT : No MONTHLY P&I: 8,031.61 ANNUAL RATE ADJUST: 0.000 LTV : 63.58620 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 12/01/13 RATE: 15 -------------------------------------------------------------------------------- LN # 0032065393 MORTGAGORS: BHATIA, SUNIL BHATIA, MADHU BHATIA, MADHU ADDRESS : 1010 TOWSLEY LN. MORTGAGE AMT: 531,000.00 CITY ANN ARBOR :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 MI 48105 UNPAID BALANCE: 531,000.000 OPTION TO CONVERT : No MONTHLY P&I: 4,735.75 ANNUAL RATE ADJUST: 0.000 LTV : 44.25000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032066276 MORTGAGORS: CHUN, DAVID DELEON-CHUN, CATHERINE ADDRESS : 400 WALLIS STREET MORTGAGE AMT: 384,000.00 CITY PASADENA :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 91106 UNPAID BALANCE: 382,788.500 OPTION TO CONVERT : No MONTHLY P&I: 3,451.50 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032066383 MORTGAGORS: BONOMO, THOMAS BONOMO, BONNIE ADDRESS : 47 DICKENSON ROAD MORTGAGE AMT: 220,000.00 CITY MARLBOROUGH :\ STATE/ZIP :\ LIFETIME RATE : 7.50000 CT 06447 UNPAID BALANCE: 219,335.570 OPTION TO CONVERT : No MONTHLY P&I: 2,039.43 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.50000 MATURITY DATE: 04/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0032066961 MORTGAGORS: MCCONNELL, JAMES MCCONNELL, MAUDRENE ADDRESS : 970 FAIRWAY BOULEVARD MORTGAGE AMT: 440,000.00 CITY INCLINE VILLAGE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 NV 89451 UNPAID BALANCE: 437,154.800 OPTION TO CONVERT : No MONTHLY P&I: 3,893.61 ANNUAL RATE ADJUST: 0.000 LTV : 58.66600 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032066995 MORTGAGORS: LANDAICHE, RANDALL LANDAICHE, SUSAN ADDRESS : 919 COEUR D'ALENE WAY MORTGAGE AMT: 256,000.00 CITY SUNNYVALE :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 94087 UNPAID BALANCE: 254,362.360 OPTION TO CONVERT : No MONTHLY P&I: 2,283.15 ANNUAL RATE ADJUST: 0.000 LTV : 56.88800 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032067027 MORTGAGORS: GAGE, ERIC ADDRESS : 23370 ROCKRIDGE COURT MORTGAGE AMT: 342,300.00 CITY PRIOR LAKE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 MN 55372 UNPAID BALANCE: 340,086.570 OPTION TO CONVERT : No MONTHLY P&I: 3,029.05 ANNUAL RATE ADJUST: 0.000 LTV : 88.22100 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032067035 MORTGAGORS: GIOVANETTI, ANTHONY GIOVANETTI, MITZI ADDRESS : 5510 BOULDER CANYON MORTGAGE AMT: 275,000.00 CITY CASTRO VALLEY :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 CA 94552 UNPAID BALANCE: 273,202.530 OPTION TO CONVERT : No MONTHLY P&I: 2,414.49 ANNUAL RATE ADJUST: 0.000 LTV : 68.75000 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032067043 MORTGAGORS: LEE, CHUAN ADDRESS : 3409 MONTREAL DRIVE MORTGAGE AMT: 74,000.00 CITY PLANO :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 TX 75023 UNPAID BALANCE: 73,531.690 OPTION TO CONVERT : No MONTHLY P&I: 665.14 ANNUAL RATE ADJUST: 0.000 LTV : 69.81100 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032067068 MORTGAGORS: QURESHI, ASIF QURESHI, VICAR ADDRESS : 5121 RUE VENDOME MORTGAGE AMT: 490,000.00 CITY LUTZ :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 FL 33549 UNPAID BALANCE: 486,865.450 OPTION TO CONVERT : No MONTHLY P&I: 4,370.09 ANNUAL RATE ADJUST: 0.000 LTV : 83.05000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032067969 MORTGAGORS: ZOMERFELD, RAYMOND ZOMERFELD, JOSIE ADDRESS : 7700 SW 109 STREET MORTGAGE AMT: 272,000.00 CITY MIAMI :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 FL 33156 UNPAID BALANCE: 269,310.530 OPTION TO CONVERT : No MONTHLY P&I: 2,444.81 ANNUAL RATE ADJUST: 0.000 LTV : 62.52800 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 02/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032068744 MORTGAGORS: RAJPURA, BHUPENDRA ADDRESS : 5113 WALNUT PARK DRIVE MORTGAGE AMT: 298,250.00 CITY BRENTWOOD :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 TN 37027 UNPAID BALANCE: 297,267.440 OPTION TO CONVERT : No MONTHLY P&I: 2,598.08 ANNUAL RATE ADJUST: 0.000 LTV : 67.78400 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032069171 MORTGAGORS: AGHAIE, MORTEZA KAMALIAN, FARANAK ADDRESS : 8 SALVO MORTGAGE AMT: 296,000.00 CITY IRVINE :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 92606 UNPAID BALANCE: 295,055.940 OPTION TO CONVERT : No MONTHLY P&I: 2,639.89 ANNUAL RATE ADJUST: 0.000 LTV : 53.81800 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032070567 MORTGAGORS: KRUSE, DANIEL KRUSE, TAMMY ADDRESS : 36 WOODLAND LANE MORTGAGE AMT: 610,000.00 CITY ARCADIA :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 CA 91006 UNPAID BALANCE: 606,181.310 OPTION TO CONVERT : No MONTHLY P&I: 5,525.57 ANNUAL RATE ADJUST: 0.000 LTV : 71.51200 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032075129 MORTGAGORS: YOO, CHEON-HYEON KIM, JUNG-SUN ADDRESS : 11506 BROAD GREEN DRIVE MORTGAGE AMT: 450,000.00 CITY POTOMAC :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 MD 20854 UNPAID BALANCE: 448,564.780 OPTION TO CONVERT : No MONTHLY P&I: 4,013.35 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032075368 MORTGAGORS: PROVENZANO, PHILLIP PROVENZANO, CARLA ADDRESS : 26 GEIGER LANE MORTGAGE AMT: 511,000.00 CITY WARREN :\ STATE/ZIP :\ LIFETIME RATE : 8.25000 NJ 07059 UNPAID BALANCE: 511,000.000 OPTION TO CONVERT : No MONTHLY P&I: 4,957.42 ANNUAL RATE ADJUST: 0.000 LTV : 83.77000 OUTSIDE CONV DATE: CURRENT INT 8.25000 MATURITY DATE: 05/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0032077828 MORTGAGORS: IMMEL, DAVID ADDRESS : 508 EAST ALAMAR AVENUE MORTGAGE AMT: 297,000.00 CITY SANTA BARBARA :\ STATE/ZIP :\ LIFETIME RATE : 6.25000 CA 93105 UNPAID BALANCE: 296,000.320 OPTION TO CONVERT : No MONTHLY P&I: 2,546.55 ANNUAL RATE ADJUST: 0.000 LTV : 63.73390 OUTSIDE CONV DATE: CURRENT INT 6.25000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032078115 MORTGAGORS: MALIK, ASIF ADDRESS : 235 SEATON ROAD #26A MORTGAGE AMT: 50,000.00 CITY STAMFORD :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 CT 06902 UNPAID BALANCE: 50,000.000 OPTION TO CONVERT : No MONTHLY P&I: 435.56 ANNUAL RATE ADJUST: 0.000 LTV : 60.24000 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 05/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0032079386 MORTGAGORS: WEINBERG, VAN WEINBERG, CAROLYN ADDRESS : 1522 MASSEY MANOR MORTGAGE AMT: 344,000.00 CITY MEMPHIS :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 TN 38120 UNPAID BALANCE: 341,775.580 OPTION TO CONVERT : No MONTHLY P&I: 3,044.09 ANNUAL RATE ADJUST: 0.000 LTV : 62.54500 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032080731 MORTGAGORS: PARACHA, MUNAWAR PARACHA, SAMINA ADDRESS : 641 SHADOW MOUNTAIN MORTGAGE AMT: 345,600.00 CITY KINGMAN :\ STATE/ZIP :\ LIFETIME RATE : 6.25000 AZ 86401 UNPAID BALANCE: 343,267.430 OPTION TO CONVERT : No MONTHLY P&I: 2,963.25 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.25000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032080756 MORTGAGORS: GOLD, DAVID GOLD, KATHERINE ADDRESS : 2907 SW PERIANDER STREET MORTGAGE AMT: 448,000.00 CITY PORTLAND :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 OR 97201 UNPAID BALANCE: 445,134.130 OPTION TO CONVERT : No MONTHLY P&I: 3,995.51 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032080772 MORTGAGORS: CANAVAN, JAMES CANAVAN, RUTH ADDRESS : 6015 EAST YUCCA STREET MORTGAGE AMT: 343,000.00 CITY SCOTTSDALE :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 AZ 85254 UNPAID BALANCE: 340,805.830 OPTION TO CONVERT : No MONTHLY P&I: 3,059.06 ANNUAL RATE ADJUST: 0.000 LTV : 54.88000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032080780 MORTGAGORS: MAZIARZ, RICHARD RETONDO, MARGARET ADDRESS : 415 NE LAURELHURST PLACE MORTGAGE AMT: 325,000.00 CITY PORTLAND :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 OR 97232 UNPAID BALANCE: 322,898.440 OPTION TO CONVERT : No MONTHLY P&I: 2,875.96 ANNUAL RATE ADJUST: 0.000 LTV : 61.90400 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032080798 MORTGAGORS: MAJLESSI, HESHMATOLAH MAJLESSI, FERESHTEH ADDRESS : 10846 NANTUCKET TERR MORTGAGE AMT: 450,000.00 CITY POTOMAC :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 MD 20854 UNPAID BALANCE: 448,564.780 OPTION TO CONVERT : No MONTHLY P&I: 4,013.35 ANNUAL RATE ADJUST: 0.000 LTV : 60.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032080806 MORTGAGORS: LEVIN, KENNETH LEVIN, CHRISTINE ADDRESS : 314 COUNTRYVIEW DRIVE MORTGAGE AMT: 412,000.00 CITY BRYN MAWR :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 PA 19010 UNPAID BALANCE: 409,406.510 OPTION TO CONVERT : No MONTHLY P&I: 3,732.02 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032080913 MORTGAGORS: HIZON, JOSE HIZON, NORA ADDRESS : 8066 HOLLYWOOD WAY MORTGAGE AMT: 250,500.00 CITY LOS ANGELES :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 91352 UNPAID BALANCE: 249,692.360 OPTION TO CONVERT : No MONTHLY P&I: 2,216.70 ANNUAL RATE ADJUST: 0.000 LTV : 77.07600 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032081697 MORTGAGORS: MILLER, DOUGLAS MILLER, MARY ADDRESS : 14725 119TH ST. NORTH MORTGAGE AMT: 379,000.00 CITY STILLWATER :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 MN 55082 UNPAID BALANCE: 376,055.500 OPTION TO CONVERT : No MONTHLY P&I: 3,353.81 ANNUAL RATE ADJUST: 0.000 LTV : 61.12900 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032081879 MORTGAGORS: SAGAWA, WESLEY SAGAWA, EDITH ADDRESS : 11390 NORTH 78TH STREET MORTGAGE AMT: 305,200.00 CITY SCOTTSDALE :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 AZ 85260 UNPAID BALANCE: 303,268.610 OPTION TO CONVERT : No MONTHLY P&I: 2,743.22 ANNUAL RATE ADJUST: 0.000 LTV : 79.99700 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032082745 MORTGAGORS: SILVIAN, SERGIU SILVIAN, CORA ADDRESS : 5656 PINE CONE ROAD MORTGAGE AMT: 361,000.00 CITY LA CRESCENTA :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 91214 UNPAID BALANCE: 359,861.060 OPTION TO CONVERT : No MONTHLY P&I: 3,244.77 ANNUAL RATE ADJUST: 0.000 LTV : 76.80800 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032082760 MORTGAGORS: MARSTON, DAVID MARSTON, FRITZI ADDRESS : 602 SEABRIGHT LANE MORTGAGE AMT: 301,000.00 CITY SOLANA BEACH :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 CA 92075 UNPAID BALANCE: 300,019.010 OPTION TO CONVERT : No MONTHLY P&I: 2,642.76 ANNUAL RATE ADJUST: 0.000 LTV : 58.33300 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032082869 MORTGAGORS: GOODRIDGE, ROBERT GOODRIDGE, KATHRYN ADDRESS : 24446 ARCADIA STREET MORTGAGE AMT: 311,250.00 CITY SANTA CLARITA :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 91321 UNPAID BALANCE: 309,258.920 OPTION TO CONVERT : No MONTHLY P&I: 2,775.90 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032082877 MORTGAGORS: CURTIN, THOMAS ADDRESS : 1329 CENTRAL AVENUE MORTGAGE AMT: 285,500.00 CITY WILMETTE :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 IL 60091 UNPAID BALANCE: 282,752.630 OPTION TO CONVERT : No MONTHLY P&I: 2,546.24 ANNUAL RATE ADJUST: 0.000 LTV : 73.20500 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 02/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032082885 MORTGAGORS: MALONE, CHARLENE ADDRESS : 136 DANBURY ROAD #13 MORTGAGE AMT: 360,000.00 CITY WILTON :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CT 06897 UNPAID BALANCE: 356,535.690 OPTION TO CONVERT : No MONTHLY P&I: 3,210.68 ANNUAL RATE ADJUST: 0.000 LTV : 69.90200 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 02/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032082893 MORTGAGORS: BUCKLEY, BRENT ADDRESS : 31199 EAST LANDERWOOD DRI MORTGAGE AMT: 325,000.00 CITY PEPPER PIKE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 OH 44124 UNPAID BALANCE: 322,898.440 OPTION TO CONVERT : No MONTHLY P&I: 2,875.96 ANNUAL RATE ADJUST: 0.000 LTV : 62.50000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032082901 MORTGAGORS: FIFIELD, PAUL FIFIELD, ELIZABETH ADDRESS : 50 CENTRAL AVENUE MORTGAGE AMT: 260,000.00 CITY REDWOOD CITY :\ STATE/ZIP :\ LIFETIME RATE : 6.37500 CA 94061 UNPAID BALANCE: 258,263.780 OPTION TO CONVERT : No MONTHLY P&I: 2,247.06 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.37500 MATURITY DATE: 03/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032082943 MORTGAGORS: FIDELINO, RODOLFO FIDELINO, EILEEN ADDRESS : 2740 W 118TH STREET MORTGAGE AMT: 278,350.00 CITY LEAWOOD :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 KS 66211 UNPAID BALANCE: 269,467.200 OPTION TO CONVERT : No MONTHLY P&I: 2,463.15 ANNUAL RATE ADJUST: 0.000 LTV : 46.39100 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 09/01/13 RATE: 02 -------------------------------------------------------------------------------- LN # 0032083289 MORTGAGORS: MAY, RODNEY MAY, GENEVA ADDRESS : 209 PATTERSON AVENUE MORTGAGE AMT: 74,800.00 CITY LOYALTON :\ STATE/ZIP :\ LIFETIME RATE : 7.50000 CA 96118 UNPAID BALANCE: 74,574.090 OPTION TO CONVERT : No MONTHLY P&I: 693.41 ANNUAL RATE ADJUST: 0.000 LTV : 85.00000 OUTSIDE CONV DATE: CURRENT INT 7.50000 MATURITY DATE: 04/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0032083297 MORTGAGORS: TERHORST, MARK ADDRESS : 637 NEWTON STREET MORTGAGE AMT: 101,200.00 CITY DENVER :\ STATE/ZIP :\ LIFETIME RATE : 7.75000 CO 80204 UNPAID BALANCE: 100,901.000 OPTION TO CONVERT : No MONTHLY P&I: 952.58 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.75000 MATURITY DATE: 04/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0032083933 MORTGAGORS: THRIPP, JAMES THRIPP, CAROL ADDRESS : 34 LAKEFRONT MORTGAGE AMT: 267,000.00 CITY IRVINE :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 CA 92604 UNPAID BALANCE: 266,129.820 OPTION TO CONVERT : No MONTHLY P&I: 2,344.24 ANNUAL RATE ADJUST: 0.000 LTV : 69.89500 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032084519 MORTGAGORS: CHOI, SUNG CHOI, YOUNG ADDRESS : 630 COMET DRIVE #H101 MORTGAGE AMT: 148,000.00 CITY FOSTER CITY :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 94404 UNPAID BALANCE: 147,527.970 OPTION TO CONVERT : No MONTHLY P&I: 1,319.95 ANNUAL RATE ADJUST: 0.000 LTV : 71.49700 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032085524 MORTGAGORS: STOREY, NANCY ADDRESS : 9463 WISHINGSTAR COURT MORTGAGE AMT: 104,400.00 CITY LAS VEGAS :\ STATE/ZIP :\ LIFETIME RATE : 8.00000 NV 89123 UNPAID BALANCE: 104,098.300 OPTION TO CONVERT : No MONTHLY P&I: 997.70 ANNUAL RATE ADJUST: 0.000 LTV : 75.10700 OUTSIDE CONV DATE: CURRENT INT 8.00000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032085532 MORTGAGORS: UNGER, MICHAEL UNGER, CARRIE ADDRESS : 1801 WEST LYNX WAY MORTGAGE AMT: 300,150.00 CITY CHANDLER :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 AZ 85248 UNPAID BALANCE: 299,171.780 OPTION TO CONVERT : No MONTHLY P&I: 2,635.30 ANNUAL RATE ADJUST: 0.000 LTV : 79.78400 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032085540 MORTGAGORS: ROEMER, POK ADDRESS : 3368 GREENBROOK PLACE MORTGAGE AMT: 51,000.00 CITY MARINA :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 93933 UNPAID BALANCE: 50,837.340 OPTION TO CONVERT : No MONTHLY P&I: 454.85 ANNUAL RATE ADJUST: 0.000 LTV : 25.43600 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032085557 MORTGAGORS: KAPLAN, STEVEN KAPLAN, PAULA ADDRESS : 44438 CAVISSON COURT MORTGAGE AMT: 450,000.00 CITY FREMONT :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 CA 94539 UNPAID BALANCE: 448,595.640 OPTION TO CONVERT : No MONTHLY P&I: 4,076.24 ANNUAL RATE ADJUST: 0.000 LTV : 59.21000 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032085573 MORTGAGORS: BACIGALUPO, ARTHUR BACCIGALUPO, MILEVA ADDRESS : 1105 VISTA POINT LANE MORTGAGE AMT: 245,000.00 CITY CONCORD :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 CA 94521 UNPAID BALANCE: 244,243.690 OPTION TO CONVERT : No MONTHLY P&I: 2,236.52 ANNUAL RATE ADJUST: 0.000 LTV : 62.02500 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032085581 MORTGAGORS: BEHNE, DAVID ROSE, SHELLEY ADDRESS : 2650 PENNY LANE MORTGAGE AMT: 330,000.00 CITY BRENTWOOD :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 CA 94513 UNPAID BALANCE: 328,981.300 OPTION TO CONVERT : No MONTHLY P&I: 3,012.45 ANNUAL RATE ADJUST: 0.000 LTV : 61.68200 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032085599 MORTGAGORS: LAMBERT, CARTER LAMBERT, REBECCA ADDRESS : 261 COVENTRY DRIVE MORTGAGE AMT: 300,000.00 CITY CAMPBELL :\ STATE/ZIP :\ LIFETIME RATE : 6.37500 CA 95008 UNPAID BALANCE: 299,001.000 OPTION TO CONVERT : No MONTHLY P&I: 2,592.75 ANNUAL RATE ADJUST: 0.000 LTV : 72.28900 OUTSIDE CONV DATE: CURRENT INT 6.37500 MATURITY DATE: 04/01/14 RATE: ----------------------------------------------------------------------------------------PRODUCT CODE:002 -------------------------------------------------------------------------------- LN # 0032085607 MORTGAGORS: FARNSWORTH, SHARON FARNSWORTH, JOHN ADDRESS : 7 EAST RAVENWOOD LANE MORTGAGE AMT: 363,000.00 CITY SANDY :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 UT 84092 UNPAID BALANCE: 361,867.140 OPTION TO CONVERT : No MONTHLY P&I: 3,288.17 ANNUAL RATE ADJUST: 0.000 LTV : 53.38200 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 04/01/14 RATE: --------------------------------PRODUCT CODE:002 -------------------------------------------------------------------------------- LN # 0032085623 MORTGAGORS: MAGGI, PAUL ADDRESS : 33 LANE ROAD MORTGAGE AMT: 240,000.00 CITY HOLDERNESS :\ STATE/ZIP :\ LIFETIME RATE : 7.37500 NH 03245 UNPAID BALANCE: 239,267.180 OPTION TO CONVERT : No MONTHLY P&I: 2,207.82 ANNUAL RATE ADJUST: 0.000 LTV : 73.84600 OUTSIDE CONV DATE: CURRENT INT 7.37500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032085631 MORTGAGORS: STEEP, MICHAEL WALKER, CHRISTINE ADDRESS : 4510 CAMINITO SAN SEBASTI MORTGAGE AMT: 596,250.00 CITY DEL MAR :\ STATE/ZIP :\ LIFETIME RATE : 6.37500 CA 92014 UNPAID BALANCE: 594,264.480 OPTION TO CONVERT : No MONTHLY P&I: 5,153.10 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 6.37500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032085656 MORTGAGORS: DOAN, SON HUYNH, THUY ADDRESS : 1378 TULARCITOS DRIVE MORTGAGE AMT: 395,000.00 CITY MILPITAS :\ STATE/ZIP :\ LIFETIME RATE : 7.37500 CA 95035 UNPAID BALANCE: 393,793.910 OPTION TO CONVERT : No MONTHLY P&I: 3,633.70 ANNUAL RATE ADJUST: 0.000 LTV : 56.83400 OUTSIDE CONV DATE: CURRENT INT 7.37500 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032085664 MORTGAGORS: FLETCHER, KENNETH FLETCHER, JULIE ADDRESS : 550 BANYAN CIRCLE MORTGAGE AMT: 265,000.00 CITY WALNUT CREEK :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 94598 UNPAID BALANCE: 262,449.880 OPTION TO CONVERT : No MONTHLY P&I: 2,363.42 ANNUAL RATE ADJUST: 0.000 LTV : 69.73600 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 02/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0032085672 MORTGAGORS: PUTCHIO, RUSSELL ADDRESS : 1413 ESSEX ROAD MORTGAGE AMT: 135,000.00 CITY MINNETONKA :\ STATE/ZIP :\ LIFETIME RATE : 7.37500 MN 55305 UNPAID BALANCE: 134,587.790 OPTION TO CONVERT : No MONTHLY P&I: 1,241.90 ANNUAL RATE ADJUST: 0.000 LTV : 72.97200 OUTSIDE CONV DATE: CURRENT INT 7.37500 MATURITY DATE: 04/01/14 RATE: ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:250 -------------------------------------------------------------------------------- LN # 0032085680 MORTGAGORS: GORESKI, GLEN ADDRESS : 2117 HIGHWAY 31 MORTGAGE AMT: 150,000.00 CITY GLEN GARDNER :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 NJ 08826 UNPAID BALANCE: 149,526.750 OPTION TO CONVERT : No MONTHLY P&I: 1,348.25 ANNUAL RATE ADJUST: 0.000 LTV : 57.69200 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: -------------------------------------------------------------------------------- LN # 0032088296 MORTGAGORS: PAE, KI PAE, ESTHER ADDRESS : 11749 FRICKER AVE, MORTGAGE AMT: 305,400.00 CITY TUSTUN RANCH :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 92782 UNPAID BALANCE: 304,415.360 OPTION TO CONVERT : No MONTHLY P&I: 2,702.52 ANNUAL RATE ADJUST: 0.000 LTV : 79.92400 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0070279146 MORTGAGORS: GAYLORD, DONALD ADDRESS : 101 N OCEAN DRIVE MORTGAGE AMT: 43,125.00 CITY HOLLYWOOD :\ STATE/ZIP :\ LIFETIME RATE : 8.00000 FL 33019 UNPAID BALANCE: 41,827.220 OPTION TO CONVERT : No MONTHLY P&I: 412.12 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 8.00000 MATURITY DATE: 08/01/13 RATE: 52 -------------------------------------------------------------------------------- LN # 0070392147 MORTGAGORS: MECKLER, ANA ADDRESS : 11179 MALAYAN STREET MORTGAGE AMT: 86,400.00 CITY BOCA RATON :\ STATE/ZIP :\ LIFETIME RATE : 7.75000 FL 33428 UNPAID BALANCE: 83,658.550 OPTION TO CONVERT : No MONTHLY P&I: 813.26 ANNUAL RATE ADJUST: 0.000 LTV : 87.27273 OUTSIDE CONV DATE: CURRENT INT 7.75000 MATURITY DATE: 09/01/13 RATE: 52 -------------------------------------------------------------------------------- LN # 0070414057 MORTGAGORS: SALAMA, SAMUEL ADDRESS : 3802 NORTHEAST 207TH ST MORTGAGE AMT: 184,000.00 CITY N MIAMI BEA :\ STATE/ZIP :\ LIFETIME RATE : 7.37500 FL 33180 UNPAID BALANCE: 179,993.950 OPTION TO CONVERT : No MONTHLY P&I: 1,692.66 ANNUAL RATE ADJUST: 0.000 LTV : 35.38462 OUTSIDE CONV DATE: CURRENT INT 7.37500 MATURITY DATE: 10/01/13 RATE: 52 -------------------------------------------------------------------------------- LN # 0070417464 MORTGAGORS: ZACCARIA, VITO ZACCARIA, DANIELLA ADDRESS : 14243 KENDALE LAKES CIRCL MORTGAGE AMT: 68,000.00 CITY MIAMI :\ STATE/ZIP :\ LIFETIME RATE : 7.87500 FL 33183 UNPAID BALANCE: 66,373.400 OPTION TO CONVERT : No MONTHLY P&I: 644.95 ANNUAL RATE ADJUST: 0.000 LTV : 79.06977 OUTSIDE CONV DATE: CURRENT INT 7.87500 MATURITY DATE: 09/01/13 RATE: 52 -------------------------------------------------------------------------------- LN # 0070420781 MORTGAGORS: SANDEL, WILLIAM ADDRESS : 2440 SOUTHEAST OCEAN BLVD MORTGAGE AMT: 20,000.00 CITY STUART :\ STATE/ZIP :\ LIFETIME RATE : 7.37500 FL 34996 UNPAID BALANCE: 19,562.980 OPTION TO CONVERT : No MONTHLY P&I: 183.98 ANNUAL RATE ADJUST: 0.000 LTV : 57.14286 OUTSIDE CONV DATE: CURRENT INT 7.37500 MATURITY DATE: 10/01/13 RATE: 52 -------------------------------------------------------------------------------- LN # 0070431754 MORTGAGORS: BIZET, JUAN ADDRESS : 185 SW 14 TERRACE MORTGAGE AMT: 84,000.00 CITY MIAMI :\ STATE/ZIP :\ LIFETIME RATE : 7.87500 FL 33131 UNPAID BALANCE: 82,502.930 OPTION TO CONVERT : No MONTHLY P&I: 796.70 ANNUAL RATE ADJUST: 0.000 LTV : 70.00000 OUTSIDE CONV DATE: CURRENT INT 7.87500 MATURITY DATE: 11/01/13 RATE: 52 -------------------------------------------------------------------------------- LN # 0070433768 MORTGAGORS: GERSHIN, RANDI GERSHIN, ROBERT ADDRESS : 305 E 24TH ST MORTGAGE AMT: 150,000.00 CITY NEW YORK :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 NY 10019 UNPAID BALANCE: 147,603.760 OPTION TO CONVERT : No MONTHLY P&I: 1,358.75 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 12/01/13 RATE: 08 -------------------------------------------------------------------------------- LN # 0070438411 MORTGAGORS: SINGH, TAGE ADDRESS : 11349 SOUTHWEST 189 MORTGAGE AMT: 25,130.00 CITY MIAMI :\ STATE/ZIP :\ LIFETIME RATE : 8.00000 FL 33151 UNPAID BALANCE: 24,560.240 OPTION TO CONVERT : No MONTHLY P&I: 240.16 ANNUAL RATE ADJUST: 0.000 LTV : 51.28571 OUTSIDE CONV DATE: CURRENT INT 8.00000 MATURITY DATE: 11/01/13 RATE: 52 -------------------------------------------------------------------------------- LN # 0070501374 MORTGAGORS: SWANSON, ROBERT ADDRESS : 1800 SUNSET HARBOUR DRIVE MORTGAGE AMT: 216,000.00 CITY MIAMI :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 FL 33139 UNPAID BALANCE: 211,487.730 OPTION TO CONVERT : No MONTHLY P&I: 1,956.60 ANNUAL RATE ADJUST: 0.000 LTV : 90.00000 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 11/01/13 RATE: 52 -------------------------------------------------------------------------------- LN # 0070550777 MORTGAGORS: AVERBUCH, ANATOLY AVERBUCH, BRINDUSA ADDRESS : 251 174TH ST MORTGAGE AMT: 45,500.00 CITY MIAMI :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 FL 33160 UNPAID BALANCE: 44,901.910 OPTION TO CONVERT : No MONTHLY P&I: 399.49 ANNUAL RATE ADJUST: 0.000 LTV : 65.00000 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 01/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0070553334 MORTGAGORS: BERTOT, CARLOS BERTOT, BARBARA ADDRESS : 4286 DIAMOND TERRACE MORTGAGE AMT: 243,000.00 CITY FORT LAUDER :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 FL 33331 UNPAID BALANCE: 242,241.640 OPTION TO CONVERT : No MONTHLY P&I: 2,201.17 ANNUAL RATE ADJUST: 0.000 LTV : 83.79310 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070575592 MORTGAGORS: STEWART, WILLIE ADDRESS : 106 HILLGATE RD MORTGAGE AMT: 25,500.00 CITY SAVANNAH :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 GA 31404 UNPAID BALANCE: 25,500.000 OPTION TO CONVERT : No MONTHLY P&I: 294.44 ANNUAL RATE ADJUST: 0.000 LTV : 34.45946 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/09 RATE: 10 -------------------------------------------------------------------------------- LN # 0070583505 MORTGAGORS: FOTI, DOMINIC FOTI, JONI ADDRESS : 14650 HIGHWAY 83 MORTGAGE AMT: 253,000.00 CITY COLORADO SP :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 CO 80921 UNPAID BALANCE: 221,556.140 OPTION TO CONVERT : No MONTHLY P&I: 2,309.54 ANNUAL RATE ADJUST: 0.000 LTV : 37.20588 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070594148 MORTGAGORS: LIPPMAN, RICHARD LIPPMAN, FLORENCE ADDRESS : 19866 LOXAHATCHEE POINTE MORTGAGE AMT: 240,000.00 CITY JUPITER :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 FL 33458 UNPAID BALANCE: 240,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,123.78 ANNUAL RATE ADJUST: 0.000 LTV : 59.40594 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 05/01/14 RATE: 07 -------------------------------------------------------------------------------- LN # 0070595962 MORTGAGORS: GREENAUGH, KEVIN GREENAUGH, CHERYLE ADDRESS : 10911 FORESTGATE PLACE MORTGAGE AMT: 356,200.00 CITY GLENN DALE :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 MD 20769 UNPAID BALANCE: 353,171.300 OPTION TO CONVERT : No MONTHLY P&I: 3,226.57 ANNUAL RATE ADJUST: 0.000 LTV : 81.88506 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070596796 MORTGAGORS: P RIELLY, JOHN RIELLY, MERRELL ADDRESS : 17 SHERBROOK DRIVE MORTGAGE AMT: 248,000.00 CITY BERKLEY HEI :\ STATE/ZIP :\ LIFETIME RATE : 6.37500 NJ 07922 UNPAID BALANCE: 245,850.880 OPTION TO CONVERT : No MONTHLY P&I: 2,143.34 ANNUAL RATE ADJUST: 0.000 LTV : 59.75904 OUTSIDE CONV DATE: CURRENT INT 6.37500 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070611082 MORTGAGORS: SWANSON, KENT SWANSON, MARY ADDRESS : 6335 EAST TUFTS AVE MORTGAGE AMT: 452,800.00 CITY ENGLEWOOD :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 CO 80111 UNPAID BALANCE: 449,161.870 OPTION TO CONVERT : No MONTHLY P&I: 3,944.37 ANNUAL RATE ADJUST: 0.000 LTV : 50.87640 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070615810 MORTGAGORS: MC CARRICK, JOHN MC CARICK, DAWN ADDRESS : 32 EASTVIEW DRIVE MORTGAGE AMT: 386,250.00 CITY VALHALLA :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 NY 10595 UNPAID BALANCE: 385,031.400 OPTION TO CONVERT : No MONTHLY P&I: 3,471.72 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070617121 MORTGAGORS: JORDAN, JAMES JORDAN, LUISE ADDRESS : 11913 EVENING COURT MORTGAGE AMT: 270,000.00 CITY CLARKSVILLE :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 MD 21029 UNPAID BALANCE: 263,588.440 OPTION TO CONVERT : No MONTHLY P&I: 2,426.84 ANNUAL RATE ADJUST: 0.000 LTV : 63.08411 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070619382 MORTGAGORS: LITTLE, DORINGTON LITTLE, ROSIE ADDRESS : 8116 NORTH 68TH STREET MORTGAGE AMT: 373,000.00 CITY PARADISE AL :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 AZ 85253 UNPAID BALANCE: 370,639.540 OPTION TO CONVERT : No MONTHLY P&I: 3,352.63 ANNUAL RATE ADJUST: 0.000 LTV : 46.62500 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070620901 MORTGAGORS: LABODA, LAURENCE RAMPAGE, CHERYL ADDRESS : 1004 GREENLEAF AVENUE MORTGAGE AMT: 397,500.00 CITY WILMETTE :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 IL 60091 UNPAID BALANCE: 394,984.500 OPTION TO CONVERT : No MONTHLY P&I: 3,572.84 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 03/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0070625496 MORTGAGORS: SLONE, PETER SLONE, KELLY ADDRESS : 1221 TOTTENHAM COURT MORTGAGE AMT: 341,700.00 CITY RESTON :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 VA 20194 UNPAID BALANCE: 339,442.520 OPTION TO CONVERT : No MONTHLY P&I: 2,976.57 ANNUAL RATE ADJUST: 0.000 LTV : 76.27232 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070634845 MORTGAGORS: SHEA, PATRICK PETERSON, CHRISTINE PETERSON, JOHN SHEA, MAUREEN ADDRESS : 2614-2616 ANZA STREET MORTGAGE AMT: 305,100.00 CITY SAN FRANCIS :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 94121 UNPAID BALANCE: 305,100.000 OPTION TO CONVERT : No MONTHLY P&I: 2,721.05 ANNUAL RATE ADJUST: 0.000 LTV : 59.82353 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070643457 MORTGAGORS: BALL, ALBERT ADDRESS : 212 WELLINGTON PLACE MORTGAGE AMT: 267,600.00 CITY FINDLAY :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 OH 45840 UNPAID BALANCE: 267,600.000 OPTION TO CONVERT : No MONTHLY P&I: 2,405.26 ANNUAL RATE ADJUST: 0.000 LTV : 73.11475 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070646930 MORTGAGORS: RENNER, ELISABETH ADDRESS : 500 LEON WAY MORTGAGE AMT: 327,400.00 CITY CLAYTON :\ STATE/ZIP :\ LIFETIME RATE : 6.25000 CA 94517 UNPAID BALANCE: 325,410.300 OPTION TO CONVERT : No MONTHLY P&I: 2,807.20 ANNUAL RATE ADJUST: 0.000 LTV : 78.89157 OUTSIDE CONV DATE: CURRENT INT 6.25000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070663489 MORTGAGORS: GOLDBLATT, JOSEPH GOLDBLATT, SUSAN ADDRESS : 430 NORMANDY DRIVE MORTGAGE AMT: 245,000.00 CITY INDIALANTIC :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 FL 32903 UNPAID BALANCE: 243,398.640 OPTION TO CONVERT : No MONTHLY P&I: 2,151.08 ANNUAL RATE ADJUST: 0.000 LTV : 79.03226 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 07 -------------------------------------------------------------------------------- LN # 0070675798 MORTGAGORS: WAITE, DALE WAITE, VICKY ADDRESS : 17846 MOUNTAIN RANCH ROAD MORTGAGE AMT: 453,700.00 CITY GRANADA HIL :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 91344 UNPAID BALANCE: 452,268.600 OPTION TO CONVERT : No MONTHLY P&I: 4,077.98 ANNUAL RATE ADJUST: 0.000 LTV : 66.72059 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070676721 MORTGAGORS: GANDHI, ADITHYA GANDHI, ANJALI ADDRESS : 8933 MAGNOLIA CHASE CIRCL MORTGAGE AMT: 308,400.00 CITY TAMPA :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 FL 33647 UNPAID BALANCE: 308,400.000 OPTION TO CONVERT : No MONTHLY P&I: 2,771.99 ANNUAL RATE ADJUST: 0.000 LTV : 88.87608 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070684600 MORTGAGORS: KOTTOOR, SREEKUMAR ADDRESS : 5621 EAST LEITNER DRIVE MORTGAGE AMT: 238,000.00 CITY CORAL SPRIN :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 FL 33065 UNPAID BALANCE: 236,444.380 OPTION TO CONVERT : No MONTHLY P&I: 2,089.63 ANNUAL RATE ADJUST: 0.000 LTV : 52.88889 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070689070 MORTGAGORS: DURDA, JUDI LAPE, JAMES ADDRESS : 731 CHICKAMAUGA DRIVE MORTGAGE AMT: 364,000.00 CITY DAVIDSONVIL :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 MD 21035 UNPAID BALANCE: 362,839.060 OPTION TO CONVERT : No MONTHLY P&I: 3,246.35 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070698196 MORTGAGORS: TOBIN, JAMES TOBIN, KAREN ADDRESS : 150 DAVENPORT DR MORTGAGE AMT: 650,000.00 CITY STAMFORD :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CT 06902 UNPAID BALANCE: 642,926.910 OPTION TO CONVERT : No MONTHLY P&I: 5,797.05 ANNUAL RATE ADJUST: 0.000 LTV : 48.14815 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070705322 MORTGAGORS: GRELLER, HARVEY GRELLER, JEAN ADDRESS : 1 HOOK HARBOR ROAD MORTGAGE AMT: 362,250.00 CITY ATLANTIC HI :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 NJ 07716 UNPAID BALANCE: 361,094.650 OPTION TO CONVERT : No MONTHLY P&I: 3,230.74 ANNUAL RATE ADJUST: 0.000 LTV : 77.90323 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070708615 MORTGAGORS: IKEGAMI, F IKEGAMI, PATRICIA ADDRESS : 11115 KULSHAN ROAD MORTGAGE AMT: 275,000.00 CITY EDMONDS :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 WA 98020 UNPAID BALANCE: 273,202.550 OPTION TO CONVERT : No MONTHLY P&I: 2,414.48 ANNUAL RATE ADJUST: 0.000 LTV : 27.50000 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070711684 MORTGAGORS: KENNEDY, JOHN KENNEDY, JEANNE ADDRESS : 1 HORSESHOE LANE MORTGAGE AMT: 229,650.00 CITY FREEHOLD :\ STATE/ZIP :\ LIFETIME RATE : 5.87500 NJ 07728 UNPAID BALANCE: 228,049.870 OPTION TO CONVERT : No MONTHLY P&I: 1,922.44 ANNUAL RATE ADJUST: 0.000 LTV : 76.55000 OUTSIDE CONV DATE: CURRENT INT 5.87500 MATURITY DATE: 03/01/14 RATE: 07 -------------------------------------------------------------------------------- LN # 0070715388 MORTGAGORS: AFCARI, MOHAMED AFCARI, SIMA ADDRESS : 1709 HILL TOP LANE MORTGAGE AMT: 240,000.00 CITY ENCINITAS :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 CA 92024 UNPAID BALANCE: 240,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,107.19 ANNUAL RATE ADJUST: 0.000 LTV : 77.41935 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 05/01/14 RATE: 07 -------------------------------------------------------------------------------- LN # 0070723135 MORTGAGORS: CHAPMAN, TRAVIS CHAPMAN, LINDA ADDRESS : 8234 EAST CARAWAY ROAD MORTGAGE AMT: 315,000.00 CITY MANCHESTER :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 WA 98353 UNPAID BALANCE: 313,995.350 OPTION TO CONVERT : No MONTHLY P&I: 2,809.34 ANNUAL RATE ADJUST: 0.000 LTV : 78.75000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070723655 MORTGAGORS: GASCON, MANUEL ADDRESS : 13615 NW 2 AVENUE MORTGAGE AMT: 50,000.00 CITY MIAMI :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 FL 33168 UNPAID BALANCE: 49,709.130 OPTION TO CONVERT : No MONTHLY P&I: 577.33 ANNUAL RATE ADJUST: 0.000 LTV : 47.16981 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/09 RATE: 08 -------------------------------------------------------------------------------- LN # 0070728001 MORTGAGORS: ULRICH, RAYMOND ULRICH, GAIL ADDRESS : 783 WEST COCO PLUM CIRCLE MORTGAGE AMT: 288,600.00 CITY PLANTATION :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 FL 33324 UNPAID BALANCE: 288,600.000 OPTION TO CONVERT : No MONTHLY P&I: 2,553.85 ANNUAL RATE ADJUST: 0.000 LTV : 72.15000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070728621 MORTGAGORS: MA, HOWARD ADDRESS : 37 SOLOMON PIERCE ROAD MORTGAGE AMT: 306,300.00 CITY LEXINGTON :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 MA 02420 UNPAID BALANCE: 305,312.460 OPTION TO CONVERT : No MONTHLY P&I: 2,710.48 ANNUAL RATE ADJUST: 0.000 LTV : 41.67347 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070729140 MORTGAGORS: HILLEL, DONALD HILLEL, JANET ADDRESS : 250 WEST 89TH ST MORTGAGE AMT: 479,500.00 CITY NEW YORK :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 NY 10024 UNPAID BALANCE: 477,987.200 OPTION TO CONVERT : No MONTHLY P&I: 4,309.88 ANNUAL RATE ADJUST: 0.000 LTV : 70.00000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070729868 MORTGAGORS: PLATNER, HORACIO PLATNER, BEATRIZ ADDRESS : 18136 GUILDFORD LANE MORTGAGE AMT: 384,000.00 CITY NORTHRIDGE :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 91326 UNPAID BALANCE: 382,775.280 OPTION TO CONVERT : No MONTHLY P&I: 3,424.72 ANNUAL RATE ADJUST: 0.000 LTV : 72.45283 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070731146 MORTGAGORS: EVANS, RONALD EVANS, JOAN ADDRESS : 1848 DEVON ROAD MORTGAGE AMT: 376,800.00 CITY PASADENA :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 91103 UNPAID BALANCE: 376,800.000 OPTION TO CONVERT : No MONTHLY P&I: 3,360.51 ANNUAL RATE ADJUST: 0.000 LTV : 53.82857 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070731856 MORTGAGORS: RAHNEMA, IRAJ RAHNEMA, PATRICIA ADDRESS : 1995 PALMER DRIVE MORTGAGE AMT: 298,200.00 CITY LAKE HAVASU :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 AZ 86403 UNPAID BALANCE: 298,200.000 OPTION TO CONVERT : No MONTHLY P&I: 2,659.51 ANNUAL RATE ADJUST: 0.000 LTV : 57.90291 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070732003 MORTGAGORS: CHAPMAN, WILLIAM CHAPMAN, FRANCES ADDRESS : 7703 RIDGECREST LANE MORTGAGE AMT: 650,000.00 CITY MERCER ISLA :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 WA 98040 UNPAID BALANCE: 647,858.630 OPTION TO CONVERT : No MONTHLY P&I: 5,662.20 ANNUAL RATE ADJUST: 0.000 LTV : 69.51872 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 04/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0070733266 MORTGAGORS: DOVER, JERRY ADDRESS : 815 WHITNEY DRIVE MORTGAGE AMT: 351,150.00 CITY BLUE BELL :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 PA 19422 UNPAID BALANCE: 348,879.350 OPTION TO CONVERT : No MONTHLY P&I: 3,107.36 ANNUAL RATE ADJUST: 0.000 LTV : 77.86031 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070733464 MORTGAGORS: GARTNER, JOHN GALSTIAN, LISA ADDRESS : 1697 CALLE ALTA MORTGAGE AMT: 379,600.00 CITY LA JOLLA :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 92037 UNPAID BALANCE: 378,389.310 OPTION TO CONVERT : No MONTHLY P&I: 3,385.48 ANNUAL RATE ADJUST: 0.000 LTV : 71.62264 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070733860 MORTGAGORS: MUNDELL, ALEXANDER MUNDELL, JANE ADDRESS : 532 TIMBERRIDGE DRIVE MORTGAGE AMT: 44,300.00 CITY CAROL STREA :\ STATE/ZIP :\ LIFETIME RATE : 7.37500 IL 60187 UNPAID BALANCE: 44,164.730 OPTION TO CONVERT : No MONTHLY P&I: 407.53 ANNUAL RATE ADJUST: 0.000 LTV : 52.11765 OUTSIDE CONV DATE: CURRENT INT 7.37500 MATURITY DATE: 04/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0070733993 MORTGAGORS: PHILLIPS, HENRY PHILLIPS, JANET ADDRESS : 5632 SW EDGEMONT PLACE MORTGAGE AMT: 276,000.00 CITY PORTLAND :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 OR 97201 UNPAID BALANCE: 271,218.390 OPTION TO CONVERT : No MONTHLY P&I: 2,423.26 ANNUAL RATE ADJUST: 0.000 LTV : 33.25301 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070736749 MORTGAGORS: LOPEZ, ORLANDO ADDRESS : 8701 SHORELINE DRIVE MORTGAGE AMT: 332,100.00 CITY JONESBORO :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 GA 30236 UNPAID BALANCE: 332,100.000 OPTION TO CONVERT : No MONTHLY P&I: 2,961.85 ANNUAL RATE ADJUST: 0.000 LTV : 75.47727 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070738240 MORTGAGORS: FEINBERG, ROBERT ADDRESS : 9527 ROCKY BRANCH DRIVE MORTGAGE AMT: 208,000.00 CITY DALLAS :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 TX 75243 UNPAID BALANCE: 206,711.960 OPTION TO CONVERT : No MONTHLY P&I: 1,898.75 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 03/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0070739453 MORTGAGORS: THRONE, R THRONE, NANCY ADDRESS : 7705 34TH AVENUE NW MORTGAGE AMT: 565,000.00 CITY SEATTLE :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 WA 98117 UNPAID BALANCE: 565,000.000 OPTION TO CONVERT : No MONTHLY P&I: 5,078.38 ANNUAL RATE ADJUST: 0.000 LTV : 29.73684 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070739909 MORTGAGORS: KIRKWOOD, GEORGE KIRKWOOD, DIANE ADDRESS : 6716 COLUMBINE WAY MORTGAGE AMT: 286,950.00 CITY PLANO :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 TX 75093 UNPAID BALANCE: 286,950.000 OPTION TO CONVERT : No MONTHLY P&I: 2,559.18 ANNUAL RATE ADJUST: 0.000 LTV : 75.51316 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070740949 MORTGAGORS: DALEY, DENNIS ADDRESS : 5566 HAMSTEAD CROSSING MORTGAGE AMT: 65,000.00 CITY RALEIGH :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 NC 27612 UNPAID BALANCE: 65,000.000 OPTION TO CONVERT : No MONTHLY P&I: 575.19 ANNUAL RATE ADJUST: 0.000 LTV : 60.18519 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 05/01/14 RATE: 07 -------------------------------------------------------------------------------- LN # 0070743364 MORTGAGORS: CHEV, SINA CHEV, NARY ADDRESS : 5717 AURA AVENUE MORTGAGE AMT: 296,500.00 CITY TARZANA :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 CA 91356 UNPAID BALANCE: 295,523.210 OPTION TO CONVERT : No MONTHLY P&I: 2,582.83 ANNUAL RATE ADJUST: 0.000 LTV : 74.12500 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070744727 MORTGAGORS: BITTEKER, STEPHEN BITTEKER, BROOKE ADDRESS : 10132 ANDORA DRIVE MORTGAGE AMT: 144,400.00 CITY AUSTIN :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 TX 78759 UNPAID BALANCE: 144,400.000 OPTION TO CONVERT : No MONTHLY P&I: 1,277.81 ANNUAL RATE ADJUST: 0.000 LTV : 72.92929 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 05/01/14 RATE: 07 -------------------------------------------------------------------------------- LN # 0070747613 MORTGAGORS: STOLAR, DONALD STOLAR, BERNADINE ADDRESS : 5140 QUAKERTOWN MORTGAGE AMT: 240,000.00 CITY WOODLAND HI :\ STATE/ZIP :\ LIFETIME RATE : 6.00000 CA 91364 UNPAID BALANCE: 240,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,025.26 ANNUAL RATE ADJUST: 0.000 LTV : 64.00000 OUTSIDE CONV DATE: CURRENT INT 6.00000 MATURITY DATE: 05/01/14 RATE: 07 -------------------------------------------------------------------------------- LN # 0070747738 MORTGAGORS: STEPHENSON, LLOYD STEPHENSON, JUDY ADDRESS : 143 GRUNEWALD COURT MORTGAGE AMT: 265,300.00 CITY SANTA CRUZ :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 95065 UNPAID BALANCE: 265,300.000 OPTION TO CONVERT : No MONTHLY P&I: 2,366.09 ANNUAL RATE ADJUST: 0.000 LTV : 61.69767 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070753108 MORTGAGORS: AGUERREBERE, ELAINE ADDRESS : 11780 SW 18TH STREET MORTGAGE AMT: 41,000.00 CITY MIAMI :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 FL 33175 UNPAID BALANCE: 40,869.240 OPTION TO CONVERT : No MONTHLY P&I: 365.66 ANNUAL RATE ADJUST: 0.000 LTV : 63.07692 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070755277 MORTGAGORS: MITHANI, KAMRUDIN MITHANI, YASMIN ADDRESS : 1406 WATERFORD DRIVE MORTGAGE AMT: 464,700.00 CITY BEL AIR :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 MD 21015 UNPAID BALANCE: 464,700.000 OPTION TO CONVERT : No MONTHLY P&I: 4,209.40 ANNUAL RATE ADJUST: 0.000 LTV : 77.45000 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070757414 MORTGAGORS: CHU, TRICIA ANDRE, KEITH ADDRESS : 13673 VERDE VISTA COURT MORTGAGE AMT: 407,900.00 CITY SARATOGA :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 95070 UNPAID BALANCE: 407,900.000 OPTION TO CONVERT : No MONTHLY P&I: 3,666.32 ANNUAL RATE ADJUST: 0.000 LTV : 45.32222 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070758545 MORTGAGORS: MORIN, RICHARD ADDRESS : 599 PHEN BASIN ROAD MORTGAGE AMT: 250,000.00 CITY FAYSTON :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 VT 05673 UNPAID BALANCE: 249,211.260 OPTION TO CONVERT : No MONTHLY P&I: 2,247.07 ANNUAL RATE ADJUST: 0.000 LTV : 68.49315 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070760376 MORTGAGORS: VAN, JERRY ADDRESS : 4568 BOCAIRE BOULEVARD MORTGAGE AMT: 500,000.00 CITY BOCA RATON :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 FL 33487 UNPAID BALANCE: 500,000.000 OPTION TO CONVERT : No MONTHLY P&I: 4,494.14 ANNUAL RATE ADJUST: 0.000 LTV : 65.78947 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070769385 MORTGAGORS: LITTLE, SOLOMON LITTLE, ANNETTE ADDRESS : 1129 CAPITOL DRIVE MORTGAGE AMT: 249,200.00 CITY SAN PEDRO :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 90731 UNPAID BALANCE: 249,200.000 OPTION TO CONVERT : No MONTHLY P&I: 2,239.88 ANNUAL RATE ADJUST: 0.000 LTV : 76.67692 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070772298 MORTGAGORS: WANNER, RAYMOND WANNER, LINDA ADDRESS : 9143 SLIGO CREEK PARKWAY MORTGAGE AMT: 228,000.00 CITY SILVER SPRI :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 MD 20901 UNPAID BALANCE: 228,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,049.33 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070773221 MORTGAGORS: SCHWARTZ, MITCHELL SCHWARTZ, RANDI ADDRESS : 144 RANDOLPH COURT MORTGAGE AMT: 108,000.00 CITY HOLLAND :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 PA 18966 UNPAID BALANCE: 108,000.000 OPTION TO CONVERT : No MONTHLY P&I: 963.20 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 07 -------------------------------------------------------------------------------- LN # 0070774799 MORTGAGORS: MEHR, BIJAN MEHR, BRENDA ADDRESS : 68 70 RHODES CIRCLE MORTGAGE AMT: 120,000.00 CITY HINGHAM :\ STATE/ZIP :\ LIFETIME RATE : 7.37500 MA 02043 UNPAID BALANCE: 119,633.590 OPTION TO CONVERT : No MONTHLY P&I: 1,103.91 ANNUAL RATE ADJUST: 0.000 LTV : 66.66667 OUTSIDE CONV DATE: CURRENT INT 7.37500 MATURITY DATE: 04/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0070775432 MORTGAGORS: GALLAGHER, STEPHEN GALLAGHER, MELISSA ADDRESS : 17 RED GATE LANE MORTGAGE AMT: 190,000.00 CITY SOUTHBOROUG :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 MA 01772 UNPAID BALANCE: 189,394.020 OPTION TO CONVERT : No MONTHLY P&I: 1,694.52 ANNUAL RATE ADJUST: 0.000 LTV : 53.52113 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0070777396 MORTGAGORS: COX, ROY COX, PATRICIA ADDRESS : 1170 HILL COURT EAST MORTGAGE AMT: 27,000.00 CITY BARTOW :\ STATE/ZIP :\ LIFETIME RATE : 7.87500 FL 33830 UNPAID BALANCE: 26,921.110 OPTION TO CONVERT : No MONTHLY P&I: 256.08 ANNUAL RATE ADJUST: 0.000 LTV : 42.18750 OUTSIDE CONV DATE: CURRENT INT 7.87500 MATURITY DATE: 04/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0070779327 MORTGAGORS: EVASON, RACHEL ADDRESS : 8 CASTLE COURT MORTGAGE AMT: 263,000.00 CITY SOMERSET :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 NJ 08873 UNPAID BALANCE: 263,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,309.12 ANNUAL RATE ADJUST: 0.000 LTV : 84.83871 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070780135 MORTGAGORS: BLANK, ROBIN ADDRESS : 19365 LENAIRE DRIVE MORTGAGE AMT: 86,200.00 CITY MIAMI :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 FL 33157 UNPAID BALANCE: 86,200.000 OPTION TO CONVERT : No MONTHLY P&I: 774.79 ANNUAL RATE ADJUST: 0.000 LTV : 75.61404 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0070780374 MORTGAGORS: SENTENO, RICK GRAY, JACQUELINE ADDRESS : 4816 FIR AVENUE MORTGAGE AMT: 261,300.00 CITY SEAL BEACH :\ STATE/ZIP :\ LIFETIME RATE : 7.37500 CA 90740 UNPAID BALANCE: 261,300.000 OPTION TO CONVERT : No MONTHLY P&I: 2,403.76 ANNUAL RATE ADJUST: 0.000 LTV : 84.29032 OUTSIDE CONV DATE: CURRENT INT 7.37500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070792411 MORTGAGORS: MONTIEL, JORGE CASTRO, VIRGINIA ADDRESS : 601 603 SW 35 AVENUE MORTGAGE AMT: 81,000.00 CITY MIAMI :\ STATE/ZIP :\ LIFETIME RATE : 7.37500 FL 33135 UNPAID BALANCE: 81,000.000 OPTION TO CONVERT : No MONTHLY P&I: 745.14 ANNUAL RATE ADJUST: 0.000 LTV : 73.63636 OUTSIDE CONV DATE: CURRENT INT 7.37500 MATURITY DATE: 05/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0070794698 MORTGAGORS: THOMAS, STEPHEN THOMAS, MARGARET ADDRESS : 813 PARKSIDE BLVD MORTGAGE AMT: 106,000.00 CITY CLAYMONT :\ STATE/ZIP :\ LIFETIME RATE : 7.37500 DE 19703 UNPAID BALANCE: 105,676.340 OPTION TO CONVERT : No MONTHLY P&I: 975.12 ANNUAL RATE ADJUST: 0.000 LTV : 79.69925 OUTSIDE CONV DATE: CURRENT INT 7.37500 MATURITY DATE: 04/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0070795877 MORTGAGORS: MADRONERO, ENRIQUE MADRONERO, DORICE ADDRESS : 82 HAVERSTRAW ROAD MORTGAGE AMT: 261,000.00 CITY SUFFERN :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 NY 10901 UNPAID BALANCE: 261,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,345.94 ANNUAL RATE ADJUST: 0.000 LTV : 76.76471 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070797741 MORTGAGORS: HAMM, RYAN KEELING HAMM, KIMBERLY ADDRESS : 26330 NORTH BEECHER LANE MORTGAGE AMT: 320,650.00 CITY STEVENSON R :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 91381 UNPAID BALANCE: 320,650.000 OPTION TO CONVERT : No MONTHLY P&I: 2,859.73 ANNUAL RATE ADJUST: 0.000 LTV : 79.99870 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070803713 MORTGAGORS: FERNANDEZ, CONSUELO ADDRESS : 7701 SW 55TH AVENUE #39C MORTGAGE AMT: 50,500.00 CITY MIAMI :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 FL 33143 UNPAID BALANCE: 50,500.000 OPTION TO CONVERT : No MONTHLY P&I: 461.00 ANNUAL RATE ADJUST: 0.000 LTV : 60.84337 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 05/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0070803788 MORTGAGORS: QUINTELA, CARLOS ADDRESS : 17011 N BAY ROAD MORTGAGE AMT: 40,600.00 CITY MIAMI :\ STATE/ZIP :\ LIFETIME RATE : 7.50000 FL 33160 UNPAID BALANCE: 40,477.380 OPTION TO CONVERT : No MONTHLY P&I: 376.37 ANNUAL RATE ADJUST: 0.000 LTV : 70.00000 OUTSIDE CONV DATE: CURRENT INT 7.50000 MATURITY DATE: 04/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0070805320 MORTGAGORS: CORCORAN, WILLIAM CORCORAN, KAREN ADDRESS : 1 BLUE JAY DRIVE MORTGAGE AMT: 288,200.00 CITY CONCORD :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 MA 01742 UNPAID BALANCE: 288,200.000 OPTION TO CONVERT : No MONTHLY P&I: 2,610.61 ANNUAL RATE ADJUST: 0.000 LTV : 61.71306 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070805767 MORTGAGORS: GOIS, JOSEPH GOIS, CLARA ADDRESS : 6833 DEL PASO PLACE MORTGAGE AMT: 130,000.00 CITY SAN DIEGO :\ STATE/ZIP :\ LIFETIME RATE : 7.62500 CA 92120 UNPAID BALANCE: 130,000.000 OPTION TO CONVERT : No MONTHLY P&I: 1,214.37 ANNUAL RATE ADJUST: 0.000 LTV : 34.21053 OUTSIDE CONV DATE: CURRENT INT 7.62500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070806211 MORTGAGORS: MAYFIELD, KEITH RAMSEY MAYFI, VALERIE ADDRESS : 10947 CATTAIL POINTE MORTGAGE AMT: 364,000.00 CITY SHREVEPORT :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 LA 71106 UNPAID BALANCE: 362,839.070 OPTION TO CONVERT : No MONTHLY P&I: 3,246.35 ANNUAL RATE ADJUST: 0.000 LTV : 79.64989 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070806427 MORTGAGORS: LUGO URIBE, MANUEL GAMA GUZMAN, MARIA ADDRESS : 1308 DREXEL AVENUE #110 MORTGAGE AMT: 60,000.00 CITY MIAMI BEACH :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 FL 33139 UNPAID BALANCE: 60,000.000 OPTION TO CONVERT : No MONTHLY P&I: 547.72 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 05/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0070807466 MORTGAGORS: GOULD, RICHARD ADDRESS : 20 BAILIWICK ROAD MORTGAGE AMT: 650,000.00 CITY GREENWICH :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CT 06831 UNPAID BALANCE: 647,926.910 OPTION TO CONVERT : No MONTHLY P&I: 5,797.05 ANNUAL RATE ADJUST: 0.000 LTV : 46.42857 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070813159 MORTGAGORS: MEADOWS, ROBERT MEADOWS, BARBARA ADDRESS : 8315 GONZAGA AVENUE MORTGAGE AMT: 266,000.00 CITY LOS ANGELES :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 90045 UNPAID BALANCE: 266,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,353.86 ANNUAL RATE ADJUST: 0.000 LTV : 79.40299 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070814421 MORTGAGORS: TRAN, MINHTHU ADDRESS : 2111 BURNTMILL ROAD MORTGAGE AMT: 290,500.00 CITY TUSTIN :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 92680 UNPAID BALANCE: 289,675.700 OPTION TO CONVERT : No MONTHLY P&I: 2,611.10 ANNUAL RATE ADJUST: 0.000 LTV : 67.55814 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070823430 MORTGAGORS: PEDROTTY, JOHN PEDROTTY, GAIL ADDRESS : 171 CAROB WAY MORTGAGE AMT: 625,000.00 CITY CORONADO :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 92118 UNPAID BALANCE: 625,000.000 OPTION TO CONVERT : No MONTHLY P&I: 5,530.68 ANNUAL RATE ADJUST: 0.000 LTV : 62.50000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070823455 MORTGAGORS: NIJJAR, KULDIP NIJJAR, SATINDER ADDRESS : 2968 AETNA WAY MORTGAGE AMT: 228,750.00 CITY SAN JOSE :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 95121 UNPAID BALANCE: 228,750.000 OPTION TO CONVERT : No MONTHLY P&I: 2,040.12 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0070830369 MORTGAGORS: NUNKE, RICHARD NUNKE, BARBARA ADDRESS : 2363 FRIARS COURT MORTGAGE AMT: 438,000.00 CITY LOS ALTOS :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 94024 UNPAID BALANCE: 438,000.000 OPTION TO CONVERT : No MONTHLY P&I: 3,875.90 ANNUAL RATE ADJUST: 0.000 LTV : 63.47826 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070831987 MORTGAGORS: SCHILLING, JOHN SCHILLING, PAMELA ADDRESS : 854 E 1259 ROAD MORTGAGE AMT: 240,000.00 CITY LAWRENCE :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 KS 66047 UNPAID BALANCE: 240,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,157.19 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0070838602 MORTGAGORS: ALGERT, JAMES ADDRESS : 23 CATSPAW CAPE MORTGAGE AMT: 404,000.00 CITY CORONADO :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 92118 UNPAID BALANCE: 404,000.000 OPTION TO CONVERT : No MONTHLY P&I: 3,603.09 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070838883 MORTGAGORS: PALADINI, LUCIANO PALADINI, VERA ADDRESS : 1627 BRICKELL AVENUE MORTGAGE AMT: 148,800.00 CITY MIAMI :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 FL 33129 UNPAID BALANCE: 148,800.000 OPTION TO CONVERT : No MONTHLY P&I: 1,337.46 ANNUAL RATE ADJUST: 0.000 LTV : 60.00000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070845607 MORTGAGORS: DEJESUS, JOHN DEJESUS, SHERRY ADDRESS : 4109 LANSING AVENUE MORTGAGE AMT: 165,000.00 CITY COOPER CITY :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 FL 33026 UNPAID BALANCE: 165,000.000 OPTION TO CONVERT : No MONTHLY P&I: 1,471.56 ANNUAL RATE ADJUST: 0.000 LTV : 58.92857 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 07 -------------------------------------------------------------------------------- LN # 0070848932 MORTGAGORS: TRUSTY, RICHARD TRUSTY, ANITA ADDRESS : 318 W. MOWRY STREET MORTGAGE AMT: 71,250.00 CITY CHESTER :\ STATE/ZIP :\ LIFETIME RATE : 7.62500 PA 19013 UNPAID BALANCE: 71,250.000 OPTION TO CONVERT : No MONTHLY P&I: 665.57 ANNUAL RATE ADJUST: 0.000 LTV : 95.00000 OUTSIDE CONV DATE: CURRENT INT 7.62500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0070864202 MORTGAGORS: CHIAPPARDI, FRANCESCO CHIAPPARDI, FRANCESCA ADDRESS : 19 SENGA ROAD MORTGAGE AMT: 51,000.00 CITY NORWALK :\ STATE/ZIP :\ LIFETIME RATE : 7.37500 CT 06854 UNPAID BALANCE: 51,000.000 OPTION TO CONVERT : No MONTHLY P&I: 469.16 ANNUAL RATE ADJUST: 0.000 LTV : 21.70213 OUTSIDE CONV DATE: CURRENT INT 7.37500 MATURITY DATE: 05/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0080005762 MORTGAGORS: HOFFMAN, DEBRA ADDRESS : 290 WEST BLUFF AVENUE MORTGAGE AMT: 350,000.00 CITY FRESNO :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 CA 93711 UNPAID BALANCE: 350,000.000 OPTION TO CONVERT : No MONTHLY P&I: 3,195.02 ANNUAL RATE ADJUST: 0.000 LTV : 42.42424 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080007404 MORTGAGORS: SCHWARZ, STEVEN SCHWARZ, VICKI ADDRESS : 810 ANDOVER COURT MORTGAGE AMT: 400,000.00 CITY PROSPECT HE :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 IL 60070 UNPAID BALANCE: 400,000.000 OPTION TO CONVERT : No MONTHLY P&I: 3,567.42 ANNUAL RATE ADJUST: 0.000 LTV : 65.04065 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080007560 MORTGAGORS: WELKER, WILLIAM WELKER, JEANNE ADDRESS : 10551 CURRY PALM LANE MORTGAGE AMT: 260,100.00 CITY FORT MYERS :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 FL 33912 UNPAID BALANCE: 259,288.270 OPTION TO CONVERT : No MONTHLY P&I: 2,356.07 ANNUAL RATE ADJUST: 0.000 LTV : 79.99779 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080007818 MORTGAGORS: FERRERO, JAMES ferrero, mary FERRERO, MARY ADDRESS : 140 DREW DRIVE MORTGAGE AMT: 310,000.00 CITY LANGHORNE :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 PA 19047 UNPAID BALANCE: 309,011.290 OPTION TO CONVERT : No MONTHLY P&I: 2,764.75 ANNUAL RATE ADJUST: 0.000 LTV : 77.79172 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080007966 MORTGAGORS: CHRISTENSON, RODNEY CHRISTENSON, DIANE ADDRESS : 773 NORTH 164TH STREET MORTGAGE AMT: 300,000.00 CITY OMAHA :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 NE 68118 UNPAID BALANCE: 300,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,696.48 ANNUAL RATE ADJUST: 0.000 LTV : 68.96552 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080007990 MORTGAGORS: FU, CHIA HUANG ADDRESS : 2506 RALSTON LANE MORTGAGE AMT: 370,000.00 CITY REDONDO BEA :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 90278 UNPAID BALANCE: 368,832.660 OPTION TO CONVERT : No MONTHLY P&I: 3,325.67 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080008717 MORTGAGORS: BUSH, BARNEY ADDRESS : 82 JICARILLA CT MORTGAGE AMT: 62,000.00 CITY Regina :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 NM 87046 UNPAID BALANCE: 61,800.100 OPTION TO CONVERT : No MONTHLY P&I: 548.64 ANNUAL RATE ADJUST: 0.000 LTV : 49.60000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080011182 MORTGAGORS: BOROS, EUGENE boros, nancy BOROS, NANCY ADDRESS : 5 HAWK COURT MORTGAGE AMT: 288,000.00 CITY HILTON HEAD :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 SC 29926 UNPAID BALANCE: 288,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,568.55 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080011935 MORTGAGORS: CARBONE, GARRY CARBONE, CAROL ADDRESS : 5270 CREEKVIEW DRIVE MORTGAGE AMT: 320,000.00 CITY OREFIELD :\ STATE/ZIP :\ LIFETIME RATE : 6.25000 PA 18069 UNPAID BALANCE: 320,000.000 OPTION TO CONVERT : No MONTHLY P&I: 3,592.96 ANNUAL RATE ADJUST: 0.000 LTV : 70.32967 OUTSIDE CONV DATE: CURRENT INT 6.25000 MATURITY DATE: 05/01/09 RATE: 11 -------------------------------------------------------------------------------- LN # 0080013600 MORTGAGORS: HARKINS, BERNARD HARKINS, MICHELLE ADDRESS : 5371 NORTH WOOD DRIVE MORTGAGE AMT: 264,900.00 CITY CENTER VALL :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 PA 18034 UNPAID BALANCE: 263,207.270 OPTION TO CONVERT : No MONTHLY P&I: 2,381.00 ANNUAL RATE ADJUST: 0.000 LTV : 69.07432 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080015100 MORTGAGORS: POPPLE, ROBIN popple, gail POPPLE, GAIL ADDRESS : 1112 NORTHEAST WHISPERING MORTGAGE AMT: 310,000.00 CITY RIDGEFIELD :\ STATE/ZIP :\ LIFETIME RATE : 5.75000 WA 98642 UNPAID BALANCE: 308,911.150 OPTION TO CONVERT : No MONTHLY P&I: 2,574.27 ANNUAL RATE ADJUST: 0.000 LTV : 68.88889 OUTSIDE CONV DATE: CURRENT INT 5.75000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080015373 MORTGAGORS: Beyer, Wayne BEYER, CAROL ADDRESS : 1025 South Quarty Circle MORTGAGE AMT: 288,450.00 CITY Chandler :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 AZ 85224 UNPAID BALANCE: 288,450.000 OPTION TO CONVERT : No MONTHLY P&I: 2,572.55 ANNUAL RATE ADJUST: 0.000 LTV : 70.35000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080017098 MORTGAGORS: FINKELSTEIN, SHELDON INFANTE, BEATRIZ ADDRESS : 27664 VOGUE COURT MORTGAGE AMT: 626,000.00 CITY LOS ALTOS H :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 94022 UNPAID BALANCE: 623,981.710 OPTION TO CONVERT : No MONTHLY P&I: 5,539.54 ANNUAL RATE ADJUST: 0.000 LTV : 48.15385 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080017213 MORTGAGORS: LINDEN, CARL LINDEN, PAULA ADDRESS : 740 COLDBROOK DRIVE MORTGAGE AMT: 336,000.00 CITY SIMI VALLEY :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 93065 UNPAID BALANCE: 336,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,973.30 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080017395 MORTGAGORS: STEWART, STEVE INTERLANDI S, LIZA ADDRESS : 976 SANTA ANA STREET MORTGAGE AMT: 312,000.00 CITY LAGUNA BEAC :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 CA 92651 UNPAID BALANCE: 309,899.690 OPTION TO CONVERT : No MONTHLY P&I: 2,717.86 ANNUAL RATE ADJUST: 0.000 LTV : 65.00000 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080018005 MORTGAGORS: HOTZE, JOHN HOTZE, JUDITH ADDRESS : 2620 GALLERY COURT MORTGAGE AMT: 307,000.00 CITY CAMERON PAR :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 95682 UNPAID BALANCE: 306,010.200 OPTION TO CONVERT : No MONTHLY P&I: 2,716.68 ANNUAL RATE ADJUST: 0.000 LTV : 68.22222 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080018047 MORTGAGORS: WELCH, STEPHEN Callaghan, Maureen CALLAGHAN, MAUREEN ADDRESS : 856 WALBROOK COURT MORTGAGE AMT: 246,500.00 CITY WALNUT CREE :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 CA 94598 UNPAID BALANCE: 245,730.710 OPTION TO CONVERT : No MONTHLY P&I: 2,232.88 ANNUAL RATE ADJUST: 0.000 LTV : 65.73333 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080018153 MORTGAGORS: BUEHLER, STEVEN BUEHLER, LAURI ADDRESS : 6842 Circo Digueno Ct. MORTGAGE AMT: 619,000.00 CITY RANCHO SANT :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 92067 UNPAID BALANCE: 617,025.770 OPTION TO CONVERT : No MONTHLY P&I: 5,520.58 ANNUAL RATE ADJUST: 0.000 LTV : 47.61538 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080018187 MORTGAGORS: TINNESZ, THOMAS Tinnesz, mary TINNESZ, MARY ADDRESS : 244 POLK 74 MORTGAGE AMT: 350,000.00 CITY MENA :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 AR 71953 UNPAID BALANCE: 347,736.770 OPTION TO CONVERT : No MONTHLY P&I: 3,097.19 ANNUAL RATE ADJUST: 0.000 LTV : 58.33333 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080018260 MORTGAGORS: CHRISTL, CHRISTINA GALLOWAY, MARY ADDRESS : 11363 ROSE AVENUE MORTGAGE AMT: 316,000.00 CITY LOS ANGELES :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 90066 UNPAID BALANCE: 314,981.180 OPTION TO CONVERT : No MONTHLY P&I: 2,796.32 ANNUAL RATE ADJUST: 0.000 LTV : 66.52632 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080018385 MORTGAGORS: WILKES, ROBIN WILKES, LIZ ADDRESS : 31512 VIA COYOTE MORTGAGE AMT: 448,000.00 CITY COTO DE CAZ :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 92679 UNPAID BALANCE: 446,555.600 OPTION TO CONVERT : No MONTHLY P&I: 3,964.40 ANNUAL RATE ADJUST: 0.000 LTV : 73.44262 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080019045 MORTGAGORS: TANTIWASADAK, ZHUANG SUPHAVARODOM, UCHUMAS ADDRESS : 1858 NORTH SUNDOWNER LANE MORTGAGE AMT: 272,000.00 CITY WALNUT :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 CA 91789 UNPAID BALANCE: 270,851.140 OPTION TO CONVERT : No MONTHLY P&I: 2,463.86 ANNUAL RATE ADJUST: 0.000 LTV : 71.57895 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080019565 MORTGAGORS: LINDEKENS, KIMBERLY LINDEKENS, ROBIN ADDRESS : 31841 PASEO LA BRANZA MORTGAGE AMT: 280,000.00 CITY SAN JUAN CA :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 CA 92675 UNPAID BALANCE: 279,126.170 OPTION TO CONVERT : No MONTHLY P&I: 2,536.33 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080020027 MORTGAGORS: TORBA, ROBERT Torba, Frances TORBA, FRANCES ADDRESS : 1905 ARNOLD PALMER BLVD MORTGAGE AMT: 450,000.00 CITY LOUISVILLE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 KY 40245 UNPAID BALANCE: 448,549.150 OPTION TO CONVERT : No MONTHLY P&I: 3,982.10 ANNUAL RATE ADJUST: 0.000 LTV : 58.82353 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080020068 MORTGAGORS: GARDERE, ALFRED Gardere, Mona GARDERE, MONA ADDRESS : 1586 208TH PLACE MORTGAGE AMT: 320,000.00 CITY BAYSIDE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 NY 11360 UNPAID BALANCE: 318,968.280 OPTION TO CONVERT : No MONTHLY P&I: 2,831.72 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080020076 MORTGAGORS: TRUSTEE, GEORGE ENDOW TRUST, AMY ADDRESS : 3046 WAILANI ROAD MORTGAGE AMT: 179,000.00 CITY HONOLULU :\ STATE/ZIP :\ LIFETIME RATE : 6.37500 HI 96813 UNPAID BALANCE: 179,000.000 OPTION TO CONVERT : No MONTHLY P&I: 1,547.01 ANNUAL RATE ADJUST: 0.000 LTV : 34.09524 OUTSIDE CONV DATE: CURRENT INT 6.37500 MATURITY DATE: 05/01/14 RATE: 07 -------------------------------------------------------------------------------- LN # 0080020126 MORTGAGORS: SCHEER, BARRY Scheer, Susan SCHEER, SUSAN ADDRESS : 64 PETTY ROAD MORTGAGE AMT: 416,000.00 CITY CRANBURY :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 NJ 08512 UNPAID BALANCE: 414,658.770 OPTION TO CONVERT : No MONTHLY P&I: 3,681.23 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080020654 MORTGAGORS: MINNS, JAMES Minns, Frances ADDRESS : 3105 SEA CREST MORTGAGE AMT: 300,000.00 CITY HILTON HEAD :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 SC 29928 UNPAID BALANCE: 299,022.270 OPTION TO CONVERT : No MONTHLY P&I: 2,633.98 ANNUAL RATE ADJUST: 0.000 LTV : 48.39490 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080020787 MORTGAGORS: ROTUNNO, JOHN Rotunno, Debra ROTUNNO, DEBORAH ADDRESS : 10511 PENROSE STREET MORTGAGE AMT: 298,000.00 CITY LOS ANGELES :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 91352 UNPAID BALANCE: 297,049.560 OPTION TO CONVERT : No MONTHLY P&I: 2,657.73 ANNUAL RATE ADJUST: 0.000 LTV : 74.50000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080020860 MORTGAGORS: HEYDENRYCH, PETER Heydennyah, Helena HEYDENRYCH, HELENA ADDRESS : 22612 SACEDON MORTGAGE AMT: 345,000.00 CITY MISSION VIE :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 92691 UNPAID BALANCE: 343,911.540 OPTION TO CONVERT : No MONTHLY P&I: 3,100.96 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080021967 MORTGAGORS: CRISTELLI, PAUL FORNARO, JENNIFER ADDRESS : 577 MONTGOMERY ROAD MORTGAGE AMT: 275,000.00 CITY NESHANIC ST :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 NJ 08853 UNPAID BALANCE: 274,094.030 OPTION TO CONVERT : No MONTHLY P&I: 2,395.55 ANNUAL RATE ADJUST: 0.000 LTV : 54.45545 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080022031 MORTGAGORS: ZUANIC, ZORAN ZUANIC, IRENA ADDRESS : 6 STALLION ROAD MORTGAGE AMT: 360,000.00 CITY RANCHO PALO :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 CA 90275 UNPAID BALANCE: 358,876.500 OPTION TO CONVERT : No MONTHLY P&I: 3,261.00 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080022437 MORTGAGORS: SURGENT, JOHN ADDRESS : RR 7 BOX 519 MORTGAGE AMT: 562,500.00 CITY TALLAHASSEE :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 FL 32308 UNPAID BALANCE: 551,229.710 OPTION TO CONVERT : No MONTHLY P&I: 4,899.98 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 11/01/13 RATE: 08 -------------------------------------------------------------------------------- LN # 0080022759 MORTGAGORS: ANSELL, PHIL BATTIGALLI, SILVIA ADDRESS : 4234 BALDWIN AVENUE MORTGAGE AMT: 262,500.00 CITY CULVER CITY :\ STATE/ZIP :\ LIFETIME RATE : 6.25000 CA 90232 UNPAID BALANCE: 261,616.450 OPTION TO CONVERT : No MONTHLY P&I: 2,250.74 ANNUAL RATE ADJUST: 0.000 LTV : 70.00000 OUTSIDE CONV DATE: CURRENT INT 6.25000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080022932 MORTGAGORS: KAUFMAN, MELVIN KAUFMAN, VIVIAN ADDRESS : 747 CORAL RIDGE CIRCLE MORTGAGE AMT: 158,000.00 CITY RODEO :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 CA 94572 UNPAID BALANCE: 157,506.910 OPTION TO CONVERT : No MONTHLY P&I: 1,431.22 ANNUAL RATE ADJUST: 0.000 LTV : 94.61078 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080024946 MORTGAGORS: CHIRMAN, GUY CHIRMAN, LARONDA ADDRESS : 16421 WINFIELD AVENUE MORTGAGE AMT: 262,000.00 CITY BAKERSFIELD :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 93312 UNPAID BALANCE: 261,164.380 OPTION TO CONVERT : No MONTHLY P&I: 2,336.66 ANNUAL RATE ADJUST: 0.000 LTV : 74.85714 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080024979 MORTGAGORS: CHIRMAN, GUY CHIRMAN, LARONDDA ADDRESS : 1665 BURTON DRIVE MORTGAGE AMT: 323,000.00 CITY CAMBRIA :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 CA 93428 UNPAID BALANCE: 322,002.910 OPTION TO CONVERT : No MONTHLY P&I: 2,948.55 ANNUAL RATE ADJUST: 0.000 LTV : 71.77778 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080025257 MORTGAGORS: PATEL, PRAKASH PATEL, KALPANA ADDRESS : 1618 WEST OCEANFRONT MORTGAGE AMT: 277,000.00 CITY NEWPORT BEA :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 CA 92663 UNPAID BALANCE: 276,135.540 OPTION TO CONVERT : No MONTHLY P&I: 2,509.15 ANNUAL RATE ADJUST: 0.000 LTV : 36.20915 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080026370 MORTGAGORS: HOLT, TRACY HOLT, CAROL ADDRESS : 10120 SOUTH CHATTEL CIRCL MORTGAGE AMT: 132,000.00 CITY SOUTH JORDA :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 UT 84095 UNPAID BALANCE: 132,000.000 OPTION TO CONVERT : No MONTHLY P&I: 1,195.70 ANNUAL RATE ADJUST: 0.000 LTV : 38.26087 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080027071 MORTGAGORS: PATEL, PRAKASHCHA PATEL, KALPANA ADDRESS : 1058 HOLIDAY DRIVE MORTGAGE AMT: 400,000.00 CITY WEST COVINA :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 CA 91791 UNPAID BALANCE: 398,751.680 OPTION TO CONVERT : No MONTHLY P&I: 3,623.32 ANNUAL RATE ADJUST: 0.000 LTV : 45.71429 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080027212 MORTGAGORS: TELLO, GABRIEL TELLO, PATRICIA ADDRESS : 4667 ADAGIO LANE MORTGAGE AMT: 248,800.00 CITY CYPRESS :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 90630 UNPAID BALANCE: 248,015.040 OPTION TO CONVERT : No MONTHLY P&I: 2,236.29 ANNUAL RATE ADJUST: 0.000 LTV : 49.76000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080032436 MORTGAGORS: BOLTE, JOHN ADDRESS : 340 OLD BAILEY LANE MORTGAGE AMT: 280,000.00 CITY THORNBURY :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 PA 19382 UNPAID BALANCE: 280,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,516.72 ANNUAL RATE ADJUST: 0.000 LTV : 50.45045 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080034671 MORTGAGORS: NAGAO, TORU NAGAO, RUMI ADDRESS : 1024 12TH STREET NO. 2 MORTGAGE AMT: 348,000.00 CITY SANTA MONIC :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 90403 UNPAID BALANCE: 348,000.000 OPTION TO CONVERT : No MONTHLY P&I: 3,127.93 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080034986 MORTGAGORS: FARRIS, DANIEL FARRIS, SUZANNE ADDRESS : 2476 PROSPECT DRIVE MORTGAGE AMT: 622,500.00 CITY UPLAND :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 91784 UNPAID BALANCE: 622,500.000 OPTION TO CONVERT : No MONTHLY P&I: 5,508.56 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080035215 MORTGAGORS: SABAHI, REZA ADDRESS : 4201 VIA MARISOL MORTGAGE AMT: 93,695.00 CITY LOS ANGELES :\ STATE/ZIP :\ LIFETIME RATE : 6.37500 CA 90042 UNPAID BALANCE: 93,695.000 OPTION TO CONVERT : No MONTHLY P&I: 809.76 ANNUAL RATE ADJUST: 0.000 LTV : 69.92164 OUTSIDE CONV DATE: CURRENT INT 6.37500 MATURITY DATE: 05/01/14 RATE: 07 -------------------------------------------------------------------------------- LN # 0080036163 MORTGAGORS: CARUSO, THOMAS CARUSO, CHERYL ADDRESS : 122 RODEO DRIVE MORTGAGE AMT: 304,000.00 CITY ARROYO GRAN :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 93420 UNPAID BALANCE: 304,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,732.44 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080036783 MORTGAGORS: RICHARDS, THOMAS RICHARDS, CAROLYN ADDRESS : 5558 BAY LANDING COURT MORTGAGE AMT: 240,000.00 CITY INDIANAPOLIS :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 IN 46254 UNPAID BALANCE: 238,464.750 OPTION TO CONVERT : No MONTHLY P&I: 2,140.45 ANNUAL RATE ADJUST: 0.000 LTV : 51.06000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080036791 MORTGAGORS: KUNTZ, JOSEPH ADDRESS : 5838 OLD BRIDGE AVENUE NW MORTGAGE AMT: 225,000.00 CITY MASSILLON :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 OH 44646 UNPAID BALANCE: 222,064.710 OPTION TO CONVERT : No MONTHLY P&I: 1,991.05 ANNUAL RATE ADJUST: 0.000 LTV : 64.29000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 01/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080036809 MORTGAGORS: LEHMILLER, DAVID LEHMILLER, NANCY ADDRESS : 18173 HWY. 326 NORTH MORTGAGE AMT: 326,000.00 CITY SOUR LAKE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 TX 77659 UNPAID BALANCE: 323,891.930 OPTION TO CONVERT : No MONTHLY P&I: 2,884.80 ANNUAL RATE ADJUST: 0.000 LTV : 76.71000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080036825 MORTGAGORS: BRODERICK, FRANK BRODERICK, SANDRA ADDRESS : 10898 E. BUTHERUS DRIVE MORTGAGE AMT: 288,000.00 CITY SCOTTSDALE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 AZ 85255 UNPAID BALANCE: 285,198.720 OPTION TO CONVERT : No MONTHLY P&I: 2,548.54 ANNUAL RATE ADJUST: 0.000 LTV : 79.87000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080036833 MORTGAGORS: ONEL, AYDIN ONEL, RENGIN ADDRESS : 105 Island Drive MORTGAGE AMT: 292,000.00 CITY SLIDELL :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 LA 70458 UNPAID BALANCE: 290,111.820 OPTION TO CONVERT : No MONTHLY P&I: 2,583.94 ANNUAL RATE ADJUST: 0.000 LTV : 53.09000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080036841 MORTGAGORS: COLE, JAMES Malin Cole, Jennifer M COLE, JENNIFER ADDRESS : 150 N. Emily Circle MORTGAGE AMT: 324,000.00 CITY LAFAYETTE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 LA 70508 UNPAID BALANCE: 321,904.900 OPTION TO CONVERT : No MONTHLY P&I: 2,867.11 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080036858 MORTGAGORS: KOHNKE, EDWARD ADDRESS : 302 Bella Drive MORTGAGE AMT: 435,000.00 CITY METAIRIE :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 LA 70005 UNPAID BALANCE: 432,247.170 OPTION TO CONVERT : No MONTHLY P&I: 3,909.90 ANNUAL RATE ADJUST: 0.000 LTV : 67.23000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080036866 MORTGAGORS: DAY, JEPTHA DAY, JOYCE ADDRESS : 19022 Beaconwoods Drive MORTGAGE AMT: 310,000.00 CITY BATON ROUGE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 LA 70817 UNPAID BALANCE: 307,995.440 OPTION TO CONVERT : No MONTHLY P&I: 2,743.22 ANNUAL RATE ADJUST: 0.000 LTV : 66.67000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080036874 MORTGAGORS: MARTINEZ, MICHAEL MARTINEZ, LENORE ADDRESS : 9631 CARRIAGE ROAD MORTGAGE AMT: 319,000.00 CITY KENSINGTON :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 MD 20895 UNPAID BALANCE: 315,755.260 OPTION TO CONVERT : No MONTHLY P&I: 2,822.86 ANNUAL RATE ADJUST: 0.000 LTV : 77.80000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 02/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080036882 MORTGAGORS: REDD, JACK REDD, ERMA ADDRESS : 2255 N. Tuweap, #19 MORTGAGE AMT: 274,450.00 CITY ST GEORGE :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 UT 84770 UNPAID BALANCE: 273,584.120 OPTION TO CONVERT : No MONTHLY P&I: 2,466.83 ANNUAL RATE ADJUST: 0.000 LTV : 79.99000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080036890 MORTGAGORS: PONTERI, JOSEPH PONTERI, SUSAN ADDRESS : 3909 CENTRAL AVE MORTGAGE AMT: 337,000.00 CITY WESTERN SPRINGS :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 IL 60558 UNPAID BALANCE: 334,820.840 OPTION TO CONVERT : No MONTHLY P&I: 2,982.14 ANNUAL RATE ADJUST: 0.000 LTV : 66.08000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080036908 MORTGAGORS: HUGUS, JOHN HUGUS, ERIN ADDRESS : 3800 W. WAUSAU AVENUE MORTGAGE AMT: 380,000.00 CITY WAUSAU :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 WI 54401 UNPAID BALANCE: 378,774.840 OPTION TO CONVERT : No MONTHLY P&I: 3,362.66 ANNUAL RATE ADJUST: 0.000 LTV : 78.51000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080036924 MORTGAGORS: ST. LAURENT,, GERARD ST LAURENT, CYNTHIA ADDRESS : 31 RIDGEWOOD ROAD MORTGAGE AMT: 372,000.00 CITY WOODBURY :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CT 06798 UNPAID BALANCE: 369,594.480 OPTION TO CONVERT : No MONTHLY P&I: 3,291.86 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080036932 MORTGAGORS: GIBBS, WILLIAM GIBBS, CYNTHIA GIBBS, CINDY ADDRESS : 16 BLACKBERRY LANE MORTGAGE AMT: 293,000.00 CITY SEARCY :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 AR 72143 UNPAID BALANCE: 291,105.320 OPTION TO CONVERT : No MONTHLY P&I: 2,592.78 ANNUAL RATE ADJUST: 0.000 LTV : 74.74000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080036957 MORTGAGORS: MCNAMER, MARTIN MCNAMER, NANCY ADDRESS : 1199 HUNTERS RIDGE MORTGAGE AMT: 480,000.00 CITY DUBUQUE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 IA 52003 UNPAID BALANCE: 476,393.340 OPTION TO CONVERT : No MONTHLY P&I: 4,247.57 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080036999 MORTGAGORS: CHOHAN, ASIM NAZIR, SAADIA CHOHAN, NAZIR ADDRESS : 13815 LOST CREEK DRIVE MORTGAGE AMT: 407,000.00 CITY OKLAHOMA CITY :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 OK 73013 UNPAID BALANCE: 403,083.400 OPTION TO CONVERT : No MONTHLY P&I: 3,629.85 ANNUAL RATE ADJUST: 0.000 LTV : 72.68000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 02/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080037021 MORTGAGORS: LEHMAN, EDGAR LEHMAN, SONJA ADDRESS : 10862 SOUTH VIDA DRIVE MORTGAGE AMT: 311,000.00 CITY VILLA PARK :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 92861 UNPAID BALANCE: 308,988.970 OPTION TO CONVERT : No MONTHLY P&I: 2,752.07 ANNUAL RATE ADJUST: 0.000 LTV : 69.11000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080037039 MORTGAGORS: CROSS, CHRISTOPHER SIMONEAUX CROSS, DANI ADDRESS : 74 RIVER BLUFF DRIVE MORTGAGE AMT: 348,925.00 CITY MADISONVILLE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 LA 70447 UNPAID BALANCE: 344,386.960 OPTION TO CONVERT : No MONTHLY P&I: 3,087.67 ANNUAL RATE ADJUST: 0.000 LTV : 75.85000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 01/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080037047 MORTGAGORS: REN DEE, JAMES DEE, WEN ADDRESS : 573 LOWER VINTNERS CIRCLE MORTGAGE AMT: 300,000.00 CITY FREEMONT :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 94539 UNPAID BALANCE: 298,060.100 OPTION TO CONVERT : No MONTHLY P&I: 2,654.73 ANNUAL RATE ADJUST: 0.000 LTV : 35.29000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080037054 MORTGAGORS: WAHL, JOHN WAHL, MARIANNE ADDRESS : 2801 BRITTANY COURT MORTGAGE AMT: 273,000.00 CITY ST CHARLES :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 IL 60175 UNPAID BALANCE: 271,033.560 OPTION TO CONVERT : No MONTHLY P&I: 2,415.80 ANNUAL RATE ADJUST: 0.000 LTV : 72.80000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080037070 MORTGAGORS: EDWARDS, CARL EDWARDS, STACEY ADDRESS : 3511 SPY GLASS MORTGAGE AMT: 358,000.00 CITY JONESBORO :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 AR 72404 UNPAID BALANCE: 355,685.050 OPTION TO CONVERT : No MONTHLY P&I: 3,167.98 ANNUAL RATE ADJUST: 0.000 LTV : 78.68000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080037088 MORTGAGORS: GREGORY REED, JOHN REED, TERI ADDRESS : 1326 RAINBOW RIDGE LANE MORTGAGE AMT: 345,000.00 CITY ENCINITAS :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 92024 UNPAID BALANCE: 343,899.660 OPTION TO CONVERT : No MONTHLY P&I: 3,076.90 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080037096 MORTGAGORS: JARDNO, DIANNE ADDRESS : 2511 SESAME STREET MORTGAGE AMT: 273,200.00 CITY SARASOTA :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 FL 34231 UNPAID BALANCE: 271,452.330 OPTION TO CONVERT : No MONTHLY P&I: 2,436.55 ANNUAL RATE ADJUST: 0.000 LTV : 45.53000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080037104 MORTGAGORS: CANNARELLA, JOHN CANNARELLA, ROSALIE ADDRESS : 5164 REYNOLDS AVENUE MORTGAGE AMT: 420,000.00 CITY WAUNAKEE :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 WI 53597 UNPAID BALANCE: 417,313.290 OPTION TO CONVERT : No MONTHLY P&I: 3,745.79 ANNUAL RATE ADJUST: 0.000 LTV : 42.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080037120 MORTGAGORS: WEISHEIT, RICHARD WEISHEIT, LYNETTE ADDRESS : 6327 RIVERIEW LANE MORTGAGE AMT: 386,900.00 CITY DALLAS :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 TX 75248 UNPAID BALANCE: 383,136.690 OPTION TO CONVERT : No MONTHLY P&I: 3,423.71 ANNUAL RATE ADJUST: 0.000 LTV : 75.86000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 02/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080037138 MORTGAGORS: WICK, LORI ADDRESS : 8621 MOUNTAIN DRIVE MORTGAGE AMT: 260,600.00 CITY SALADO :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 TX 76571 UNPAID BALANCE: 257,738.700 OPTION TO CONVERT : No MONTHLY P&I: 2,324.17 ANNUAL RATE ADJUST: 0.000 LTV : 84.06000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 02/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080037146 MORTGAGORS: WINKLER, JORGE WINKLER, ANNA ADDRESS : 7767 BEAR CLAW LANE MORTGAGE AMT: 400,000.00 CITY BOZEMAN :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 MT 59715 UNPAID BALANCE: 396,351.880 OPTION TO CONVERT : No MONTHLY P&I: 3,484.43 ANNUAL RATE ADJUST: 0.000 LTV : 54.05000 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080037153 MORTGAGORS: MARSHALL, PAUL MARSHALL, AMY ADDRESS : 496 ELLIOT ROAD MORTGAGE AMT: 300,000.00 CITY CENTERVILLE :\ STATE/ZIP :\ LIFETIME RATE : 6.25000 MA 02632 UNPAID BALANCE: 298,990.230 OPTION TO CONVERT : No MONTHLY P&I: 2,572.27 ANNUAL RATE ADJUST: 0.000 LTV : 57.47000 OUTSIDE CONV DATE: CURRENT INT 6.25000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080037179 MORTGAGORS: PRUCHNO, CHARLES WILLING, MARCIA ADDRESS : 3004 FOREST GATE CIRCLE N MORTGAGE AMT: 337,500.00 CITY IOWA CITY :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 IA 52240 UNPAID BALANCE: 336,435.200 OPTION TO CONVERT : No MONTHLY P&I: 3,033.55 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080037195 MORTGAGORS: GOOLSBY, CLIFTON GOOLSBY, JOYCE ADDRESS : 9465 HUNTCLIFF TRACE MORTGAGE AMT: 345,800.00 CITY ATLANTA :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 GA 30350 UNPAID BALANCE: 343,563.930 OPTION TO CONVERT : No MONTHLY P&I: 3,060.02 ANNUAL RATE ADJUST: 0.000 LTV : 74.37000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080037203 MORTGAGORS: CARMODY, THOMAS CARMODY, ANN CARMODY, RENEE ADDRESS : 8 SUMMIT AVENUE MORTGAGE AMT: 300,000.00 CITY HULL :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 MA 02045 UNPAID BALANCE: 298,054.520 OPTION TO CONVERT : No MONTHLY P&I: 2,654.73 ANNUAL RATE ADJUST: 0.000 LTV : 65.79000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080037229 MORTGAGORS: CAMPBELL, FREDERICK SULLIVAN, NANCY ADDRESS : 8 BUBBLING BROOK ROAD MORTGAGE AMT: 290,000.00 CITY WALPOLE :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 MA 02081 UNPAID BALANCE: 289,075.080 OPTION TO CONVERT : No MONTHLY P&I: 2,586.38 ANNUAL RATE ADJUST: 0.000 LTV : 53.70000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080038037 MORTGAGORS: SAMBUCCI, JOSEPH SAMBUCCI, SUSAN ADDRESS : 1389 NOTRE DAME DR MORTGAGE AMT: 293,000.00 CITY LEMONT :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 IL 60439 UNPAID BALANCE: 288,223.290 OPTION TO CONVERT : No MONTHLY P&I: 2,592.78 ANNUAL RATE ADJUST: 0.000 LTV : 68.94118 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 12/01/13 RATE: 08 -------------------------------------------------------------------------------- LN # 0080038045 MORTGAGORS: DRUMHELLER, DAN DRUMHELLER, PAMELA ADDRESS : 12301 BEALL SPRING ROAD MORTGAGE AMT: 500,000.00 CITY POTOMAC :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 MD 20854 UNPAID BALANCE: 496,731.900 OPTION TO CONVERT : No MONTHLY P&I: 4,389.97 ANNUAL RATE ADJUST: 0.000 LTV : 71.94245 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080038052 MORTGAGORS: HANSEN, STEVE FORBES, ELIZABETH ADDRESS : 1408 EDGEWOOD MORTGAGE AMT: 302,000.00 CITY WINNETKA :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 IL 60093 UNPAID BALANCE: 296,941.390 OPTION TO CONVERT : No MONTHLY P&I: 2,672.43 ANNUAL RATE ADJUST: 0.000 LTV : 74.20147 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 12/01/13 RATE: 08 -------------------------------------------------------------------------------- LN # 0080038060 MORTGAGORS: LONDON, DEBRA GOLDBAS, MERVYN ADDRESS : 415 OLD IRON HILL ROAD MORTGAGE AMT: 500,000.00 CITY NEW BRITAIN :\ STATE/ZIP :\ LIFETIME RATE : 6.00000 PA 18901 UNPAID BALANCE: 489,554.510 OPTION TO CONVERT : No MONTHLY P&I: 4,219.28 ANNUAL RATE ADJUST: 0.000 LTV : 75.75758 OUTSIDE CONV DATE: CURRENT INT 6.00000 MATURITY DATE: 11/01/13 RATE: 08 -------------------------------------------------------------------------------- LN # 0080038078 MORTGAGORS: BRESSI, JOSEPH BRESSI, SANDRA ADDRESS : 3322 KNOLLS PKWY MORTGAGE AMT: 312,000.00 CITY IJAMSVILLE :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 MD 21754 UNPAID BALANCE: 305,814.140 OPTION TO CONVERT : No MONTHLY P&I: 2,739.34 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 11/01/13 RATE: 08 -------------------------------------------------------------------------------- LN # 0080038086 MORTGAGORS: BALIS, STANLEY BALIS, SHELLEY ADDRESS : 10816 WILLOW RUN COURT MORTGAGE AMT: 311,600.00 CITY POTOMAC :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 MD 20854 UNPAID BALANCE: 307,964.230 OPTION TO CONVERT : No MONTHLY P&I: 3,597.90 ANNUAL RATE ADJUST: 0.000 LTV : 56.65455 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/09 RATE: 11 -------------------------------------------------------------------------------- LN # 0080038128 MORTGAGORS: LUO, ERIC LUO, ANNA ADDRESS : 10319 YEARLING DRIVE MORTGAGE AMT: 298,700.00 CITY ROCKVILLE :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 MD 20850 UNPAID BALANCE: 295,856.330 OPTION TO CONVERT : No MONTHLY P&I: 2,684.80 ANNUAL RATE ADJUST: 0.000 LTV : 79.87000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 02/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080038136 MORTGAGORS: LINDHOLM, TAGE LINDHOLM, HILLEVI ADDRESS : 952 SPRUCE ST. MORTGAGE AMT: 354,000.00 CITY WINNETKA :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 IL 60093 UNPAID BALANCE: 351,735.470 OPTION TO CONVERT : No MONTHLY P&I: 3,157.16 ANNUAL RATE ADJUST: 0.000 LTV : 76.62338 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080038144 MORTGAGORS: WALSH, DANIEL WALSH, NANCY ADDRESS : 231 N. WASHINGTON AVENUE MORTGAGE AMT: 257,500.00 CITY PARK RIDGE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 IL 60068 UNPAID BALANCE: 255,834.930 OPTION TO CONVERT : No MONTHLY P&I: 2,278.64 ANNUAL RATE ADJUST: 0.000 LTV : 73.15341 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080038177 MORTGAGORS: MAY, RICHARD MAY, JACQUELINE ADDRESS : 963 MAGOTHY AVENUE MORTGAGE AMT: 457,000.00 CITY ARNOLD :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 MD 21012 UNPAID BALANCE: 453,980.760 OPTION TO CONVERT : No MONTHLY P&I: 3,980.96 ANNUAL RATE ADJUST: 0.000 LTV : 61.75676 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080038292 MORTGAGORS: TALLEY, ANDREW TALLEY, ROXANNE ADDRESS : 21221 HILLSIDE LANE MORTGAGE AMT: 414,400.00 CITY HUNTINGTON :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 92646 UNPAID BALANCE: 413,078.330 OPTION TO CONVERT : No MONTHLY P&I: 3,695.84 ANNUAL RATE ADJUST: 0.000 LTV : 63.75385 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080040108 MORTGAGORS: ROBLES, GRACE Robles, Grace CASTILLO, JUANITA ADDRESS : 368 CURTIS AVENUE MORTGAGE AMT: 119,700.00 CITY FOWLER :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 CA 93625 UNPAID BALANCE: 119,700.000 OPTION TO CONVERT : No MONTHLY P&I: 1,092.70 ANNUAL RATE ADJUST: 0.000 LTV : 95.00000 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080041684 MORTGAGORS: HULL, SAMUEL Hull, Barbara HULL, BARBARA ADDRESS : 3570 SHALLOW CREEK ROAD MORTGAGE AMT: 254,400.00 CITY LOOMIS :\ STATE/ZIP :\ LIFETIME RATE : 7.37500 CA 95650 UNPAID BALANCE: 253,623.210 OPTION TO CONVERT : No MONTHLY P&I: 2,340.29 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.37500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080043433 MORTGAGORS: BRADY, THOMAS BRADY, GALYNN ADDRESS : 317 PORTOLA DRIVE MORTGAGE AMT: 441,000.00 CITY SAN MATEO :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 94403 UNPAID BALANCE: 432,529.320 OPTION TO CONVERT : No MONTHLY P&I: 3,963.83 ANNUAL RATE ADJUST: 0.000 LTV : 67.84615 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 11/01/13 RATE: 08 -------------------------------------------------------------------------------- LN # 0080043557 MORTGAGORS: HALL, CHARLES HALL, ANICETA ADDRESS : 1010 SYCUAN SUMMIT DRIVE MORTGAGE AMT: 339,000.00 CITY EL CAJON :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 92020 UNPAID BALANCE: 339,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,999.84 ANNUAL RATE ADJUST: 0.000 LTV : 77.22096 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080043839 MORTGAGORS: MAKARENKO, IGOR MAKARENKO, OLIVIA ADDRESS : 3586 COUR DU VIN MORTGAGE AMT: 340,000.00 CITY SAN JOSE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 95148 UNPAID BALANCE: 340,000.000 OPTION TO CONVERT : No MONTHLY P&I: 3,008.70 ANNUAL RATE ADJUST: 0.000 LTV : 69.38776 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080044928 MORTGAGORS: ESLAMI, KEYVAN ADDRESS : 705 SOUTH OAK KNOLL AVENU MORTGAGE AMT: 343,000.00 CITY PASADENA :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 91106 UNPAID BALANCE: 343,000.000 OPTION TO CONVERT : No MONTHLY P&I: 3,059.07 ANNUAL RATE ADJUST: 0.000 LTV : 55.32258 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080044985 MORTGAGORS: SCOLLARD, MICHAEL SCOLLARD, LUCILLE ADDRESS : 484 VERMONT AVENUE MORTGAGE AMT: 320,000.00 CITY BERKELEY :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 CA 94707 UNPAID BALANCE: 320,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,809.59 ANNUAL RATE ADJUST: 0.000 LTV : 67.36842 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080045339 MORTGAGORS: MEDINA, SHARON ADDRESS : 17057 NW 23 STREET MORTGAGE AMT: 86,700.00 CITY PEMBROKE PI :\ STATE/ZIP :\ LIFETIME RATE : 7.37500 FL 33028 UNPAID BALANCE: 86,168.900 OPTION TO CONVERT : No MONTHLY P&I: 797.58 ANNUAL RATE ADJUST: 0.000 LTV : 72.13579 OUTSIDE CONV DATE: CURRENT INT 7.37500 MATURITY DATE: 03/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0080045347 MORTGAGORS: MAO, KATHERINE ADDRESS : 8802 GULFVIEW DRIVE MORTGAGE AMT: 141,000.00 CITY ROWLETT :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 TX 75088 UNPAID BALANCE: 140,088.240 OPTION TO CONVERT : No MONTHLY P&I: 1,247.73 ANNUAL RATE ADJUST: 0.000 LTV : 79.99818 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0080046097 MORTGAGORS: MAHDIAN, JAN MAHDIAN, HOMA ADDRESS : 324 SOUTH ROYAL RIDGE DRI MORTGAGE AMT: 307,000.00 CITY ANAHEIM :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 CA 92807 UNPAID BALANCE: 307,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,780.91 ANNUAL RATE ADJUST: 0.000 LTV : 61.40000 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080046220 MORTGAGORS: MARTIN, JONATHAN MARTIN, ANNA ADDRESS : 12033 NORTH ORGAN PIPE CI MORTGAGE AMT: 499,000.00 CITY FOUNTAIN HI :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 AZ 85268 UNPAID BALANCE: 499,000.000 OPTION TO CONVERT : No MONTHLY P&I: 4,381.19 ANNUAL RATE ADJUST: 0.000 LTV : 73.92593 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080047384 MORTGAGORS: TRAN, HAI TRAN, HUE ADDRESS : 1102 EAST CARTAGENA DRIVE MORTGAGE AMT: 170,000.00 CITY LONG BEACH :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 CA 90807 UNPAID BALANCE: 169,445.950 OPTION TO CONVERT : No MONTHLY P&I: 1,492.59 ANNUAL RATE ADJUST: 0.000 LTV : 52.55023 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080047467 MORTGAGORS: CHARCHOUR, ADNANE ADDRESS : 185 HARRISON STREET MORTGAGE AMT: 332,500.00 CITY LEONIA :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 NJ 07605 UNPAID BALANCE: 331,439.530 OPTION TO CONVERT : No MONTHLY P&I: 2,965.42 ANNUAL RATE ADJUST: 0.000 LTV : 79.92788 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080052475 MORTGAGORS: ONO, DIANA ADDRESS : 4257 DOGWOOD AVENUE MORTGAGE AMT: 241,437.00 CITY SEAL BEACH :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 CA 90740 UNPAID BALANCE: 241,437.000 OPTION TO CONVERT : No MONTHLY P&I: 2,119.80 ANNUAL RATE ADJUST: 0.000 LTV : 53.77216 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 05/01/14 RATE: 02 -------------------------------------------------------------------------------- LN # 0080055023 MORTGAGORS: ARAGHI, NASSER ARAGHI, MARYAM ADDRESS : 29422 CLIPPER WAY MORTGAGE AMT: 289,000.00 CITY LAGUNA NIGU :\ STATE/ZIP :\ LIFETIME RATE : 6.12500 CA 92677 UNPAID BALANCE: 289,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,458.31 ANNUAL RATE ADJUST: 0.000 LTV : 57.80000 OUTSIDE CONV DATE: CURRENT INT 6.12500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080055510 MORTGAGORS: LEE, DAR SHYANG CHEN, SHIANG LIN ADDRESS : 32533 CARMEL WAY MORTGAGE AMT: 317,400.00 CITY UNION CITY :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 94587 UNPAID BALANCE: 317,400.000 OPTION TO CONVERT : No MONTHLY P&I: 2,830.75 ANNUAL RATE ADJUST: 0.000 LTV : 79.99214 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080055841 MORTGAGORS: wICHA, PAUL JENKINS, JENNIFER ADDRESS : 2570 FAIRWAY VILLAGE DRIV MORTGAGE AMT: 335,000.00 CITY PARK CITY :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 UT 84060 UNPAID BALANCE: 335,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,918.21 ANNUAL RATE ADJUST: 0.000 LTV : 67.67677 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080058878 MORTGAGORS: DHALIWAL, SAKUNDER DHALIWAL, GURDEV ADDRESS : 19963 SUNSET VISTA MORTGAGE AMT: 255,000.00 CITY WALNUT :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 91789 UNPAID BALANCE: 255,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,256.52 ANNUAL RATE ADJUST: 0.000 LTV : 61.89320 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080059025 MORTGAGORS: WU, CECELIA SAWADA, SAMUEL ADDRESS : 11504 RIDGE MIST TERRACE MORTGAGE AMT: 375,000.00 CITY POTOMAC :\ STATE/ZIP :\ LIFETIME RATE : 6.25000 MD 20854 UNPAID BALANCE: 375,000.000 OPTION TO CONVERT : No MONTHLY P&I: 3,215.34 ANNUAL RATE ADJUST: 0.000 LTV : 68.80734 OUTSIDE CONV DATE: CURRENT INT 6.25000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080061468 MORTGAGORS: REICHMAN, VICTOR ADDRESS : 465 HACIENDA DRIVE MORTGAGE AMT: 299,000.00 CITY PALMDALE :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 93551 UNPAID BALANCE: 299,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,666.65 ANNUAL RATE ADJUST: 0.000 LTV : 62.94737 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080061633 MORTGAGORS: STRUMWASSER, MARK STRUMWASSER, TRUDIE ADDRESS : 7501 LILLA PLACE MORTGAGE AMT: 275,000.00 CITY WEST HILLS :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 CA 91304 UNPAID BALANCE: 275,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,414.48 ANNUAL RATE ADJUST: 0.000 LTV : 70.51282 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080063878 MORTGAGORS: ROBERTS, JOHN ROBERTS, PATTI ADDRESS : 9481 TRAILBLAZER WAY MORTGAGE AMT: 260,000.00 CITY GILROY :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 CA 95020 UNPAID BALANCE: 259,070.820 OPTION TO CONVERT : No MONTHLY P&I: 2,355.17 ANNUAL RATE ADJUST: 0.000 LTV : 73.86364 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 04/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0080064082 MORTGAGORS: FORREST, WILLIAM ADDRESS : 2868 SOUTH TIOGA WAY MORTGAGE AMT: 581,250.00 CITY LAS VEGAS :\ STATE/ZIP :\ LIFETIME RATE : 7.37500 NV 89117 UNPAID BALANCE: 579,475.210 OPTION TO CONVERT : No MONTHLY P&I: 5,347.06 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 7.37500 MATURITY DATE: 04/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0080064207 MORTGAGORS: BLECHMAN, DAN ADDRESS : 4174 LANAI ROAD MORTGAGE AMT: 288,750.00 CITY ENCINO :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 91436 UNPAID BALANCE: 282,260.340 OPTION TO CONVERT : No MONTHLY P&I: 2,595.37 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 10/01/13 RATE: 52 -------------------------------------------------------------------------------- LN # 0080064330 MORTGAGORS: WU, ALEX WU, ANN ADDRESS : 3040 STREET OF THE CHIMES MORTGAGE AMT: 455,000.00 CITY CHINO HILLS :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 91709 UNPAID BALANCE: 453,564.500 OPTION TO CONVERT : No MONTHLY P&I: 4,089.67 ANNUAL RATE ADJUST: 0.000 LTV : 79.96668 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0080064348 MORTGAGORS: WAHBEH, EMILE ADDRESS : 7643 PINEVILLE CIRCLE MORTGAGE AMT: 319,200.00 CITY CASTRO VALL :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 94552 UNPAID BALANCE: 318,170.860 OPTION TO CONVERT : No MONTHLY P&I: 2,824.64 ANNUAL RATE ADJUST: 0.000 LTV : 68.64516 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0080064371 MORTGAGORS: CHANG, JAMES CHANG, QUINNIE ADDRESS : 46 VIA MALONA MORTGAGE AMT: 500,000.00 CITY RANCHO PALO :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 90275 UNPAID BALANCE: 494,326.090 OPTION TO CONVERT : No MONTHLY P&I: 4,424.55 ANNUAL RATE ADJUST: 0.000 LTV : 55.55556 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0080064868 MORTGAGORS: LI, WEI CHEN, MEI ADDRESS : 615 WEST HARTWELL COURT MORTGAGE AMT: 336,550.00 CITY ALTADENA :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 CA 91001 UNPAID BALANCE: 335,453.150 OPTION TO CONVERT : No MONTHLY P&I: 2,954.89 ANNUAL RATE ADJUST: 0.000 LTV : 79.99059 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080065493 MORTGAGORS: DAHLAN, AMNAJ SATAYOTHIN, PORNTHIP ADDRESS : 8302 DRACAENA DRIVE MORTGAGE AMT: 136,000.00 CITY BUENA PARK :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 90620 UNPAID BALANCE: 136,000.000 OPTION TO CONVERT : No MONTHLY P&I: 1,222.41 ANNUAL RATE ADJUST: 0.000 LTV : 68.00000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080065550 MORTGAGORS: KOTKIN, MICHAEL KOTKIN, LORI ADDRESS : 10 CREEK RIDGE RD MORTGAGE AMT: 399,900.00 CITY BAYVILLE :\ STATE/ZIP :\ LIFETIME RATE : 7.50000 NY 11709 UNPAID BALANCE: 398,692.250 OPTION TO CONVERT : No MONTHLY P&I: 3,707.13 ANNUAL RATE ADJUST: 0.000 LTV : 74.05556 OUTSIDE CONV DATE: CURRENT INT 7.50000 MATURITY DATE: 04/01/14 RATE: 52 -------------------------------------------------------------------------------- LN # 0080065832 MORTGAGORS: DURKEE, JONATHAN Durkee, Susan ADDRESS : 17 Durham Drive MORTGAGE AMT: 340,000.00 CITY Lynnfield :\ STATE/ZIP :\ LIFETIME RATE : 6.25000 MA 01940 UNPAID BALANCE: 338,855.600 OPTION TO CONVERT : No MONTHLY P&I: 2,915.24 ANNUAL RATE ADJUST: 0.000 LTV : 62.39000 OUTSIDE CONV DATE: CURRENT INT 6.25000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080065865 MORTGAGORS: BALTZ, CURTIS BALTZ, KATHRYN ADDRESS : 2560 E. SHADY LANE MORTGAGE AMT: 345,750.00 CITY Neenah :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 WI 54956 UNPAID BALANCE: 343,538.250 OPTION TO CONVERT : No MONTHLY P&I: 3,083.59 ANNUAL RATE ADJUST: 0.000 LTV : 72.03000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066293 MORTGAGORS: YONGE, HOWARD YONGE, AMELIA YONGE, AMELIE ADDRESS : 18 LAKESIDE DRIVE MORTGAGE AMT: 421,500.00 CITY PENSACOLA :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 FL 32507 UNPAID BALANCE: 409,792.500 OPTION TO CONVERT : No MONTHLY P&I: 3,729.89 ANNUAL RATE ADJUST: 0.000 LTV : 64.84615 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 12/01/13 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066301 MORTGAGORS: NOVAKOVIC, MICHAEL NOVAKOVIC, PHEBE ADDRESS : 960 TOWLSTON ROAD MORTGAGE AMT: 456,000.00 CITY MCLEAN :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 VA 22102 UNPAID BALANCE: 425,873.900 OPTION TO CONVERT : No MONTHLY P&I: 4,130.60 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 09/01/12 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066319 MORTGAGORS: CHAMPAGNE, GREGORY CHAMPAGNE, ELIZABETH ADDRESS : 134 WEST BAYOU PARKWAY MORTGAGE AMT: 296,000.00 CITY LAFAYETTE :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 LA 70503 UNPAID BALANCE: 295,024.850 OPTION TO CONVERT : No MONTHLY P&I: 2,578.48 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066327 MORTGAGORS: BALOGH, ATTILA BALOGH, ENIKO ADDRESS : LOT 31 BAYRIDGES DRIVE MORTGAGE AMT: 292,580.00 CITY BENTON :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 LA 71006 UNPAID BALANCE: 288,734.080 OPTION TO CONVERT : No MONTHLY P&I: 2,568.84 ANNUAL RATE ADJUST: 0.000 LTV : 94.99844 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 01/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066335 MORTGAGORS: MCHORNEY, RAYMOND MCHORNEY, DEBORAH ADDRESS : 4420 BRIGHTON MEWS MORTGAGE AMT: 176,000.00 CITY SUFFOLK :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 VA 23435 UNPAID BALANCE: 175,437.040 OPTION TO CONVERT : No MONTHLY P&I: 1,569.67 ANNUAL RATE ADJUST: 0.000 LTV : 94.62366 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066343 MORTGAGORS: YUKE, GARY YUKE, CAROL ADDRESS : 1926 CHATSWORTH LANE MORTGAGE AMT: 248,000.00 CITY CARMICHAEL :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 95608 UNPAID BALANCE: 247,209.030 OPTION TO CONVERT : No MONTHLY P&I: 2,211.80 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066350 MORTGAGORS: WISE, JOHN WISE, CAROL ADDRESS : 1815 FOREST GROVE LANE MORTGAGE AMT: 616,000.00 CITY LUCAS :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 TX 75002 UNPAID BALANCE: 613,970.640 OPTION TO CONVERT : No MONTHLY P&I: 5,366.03 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066368 MORTGAGORS: WIGHT, JAMES WIGHT, CYNTHIA ADDRESS : 14906 ZANZIBAR LANE MORTGAGE AMT: 81,000.00 CITY PFLUGERVILL :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 TX 78660 UNPAID BALANCE: 80,481.820 OPTION TO CONVERT : No MONTHLY P&I: 722.41 ANNUAL RATE ADJUST: 0.000 LTV : 75.70093 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066376 MORTGAGORS: WIGHT, JAMES R S WIGHT, CYNTHIA ADDRESS : 13405 MOSCOW TRAIL MORTGAGE AMT: 91,000.00 CITY AUSTIN :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 TX 78729 UNPAID BALANCE: 90,417.860 OPTION TO CONVERT : No MONTHLY P&I: 811.59 ANNUAL RATE ADJUST: 0.000 LTV : 77.11864 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066384 MORTGAGORS: WEINER, MICHAEL WEINER, WYNNE ADDRESS : 8 WOODHILL ROAD MORTGAGE AMT: 725,000.00 CITY TENAFLY :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 NJ 07670 UNPAID BALANCE: 725,000.000 OPTION TO CONVERT : No MONTHLY P&I: 6,465.95 ANNUAL RATE ADJUST: 0.000 LTV : 65.90909 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066392 MORTGAGORS: VISOKY, STEVEN VISOKY, SUSAN ADDRESS : 11 DEER RUN MORTGAGE AMT: 375,000.00 CITY RYE BROOK :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 NY 10573 UNPAID BALANCE: 367,565.030 OPTION TO CONVERT : No MONTHLY P&I: 3,292.48 ANNUAL RATE ADJUST: 0.000 LTV : 58.59375 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 11/01/13 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066400 MORTGAGORS: VERKERK, DARYL VERKERK, PAULA ADDRESS : 4333 MALLARD CREEK CIRCLE MORTGAGE AMT: 143,200.00 CITY STOCKTON :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 95207 UNPAID BALANCE: 142,705.500 OPTION TO CONVERT : No MONTHLY P&I: 1,267.20 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066418 MORTGAGORS: VAZZANA, THOMAS VAZZANA, KATHLEEN ADDRESS : 226 LAWRENCE AVENUE MORTGAGE AMT: 340,000.00 CITY STATEN ISLA :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 NY 10310 UNPAID BALANCE: 337,661.420 OPTION TO CONVERT : No MONTHLY P&I: 3,056.02 ANNUAL RATE ADJUST: 0.000 LTV : 61.81818 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066426 MORTGAGORS: VAUGHAN, PAUL VAUGHAN, STACEY ADDRESS : 4309 WESTWAY AVENUE MORTGAGE AMT: 590,000.00 CITY DALLAS :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 TX 75205 UNPAID BALANCE: 583,068.800 OPTION TO CONVERT : No MONTHLY P&I: 6,774.63 ANNUAL RATE ADJUST: 0.000 LTV : 42.75362 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/09 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066434 MORTGAGORS: TANG, JOW LIN TANG, YAO YING ADDRESS : 524 GREEN ACRE DRIVE MORTGAGE AMT: 588,000.00 CITY FULLERTON :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 CA 92835 UNPAID BALANCE: 582,219.120 OPTION TO CONVERT : No MONTHLY P&I: 5,162.61 ANNUAL RATE ADJUST: 0.000 LTV : 73.50000 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 02/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066442 MORTGAGORS: SYMONDS, FRANK SYMONDS, LISA ADDRESS : 119 FERNWOOD DRIVE MORTGAGE AMT: 343,000.00 CITY SAN RAFAEL :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 94901 UNPAID BALANCE: 341,894.140 OPTION TO CONVERT : No MONTHLY P&I: 3,035.24 ANNUAL RATE ADJUST: 0.000 LTV : 59.13793 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066459 MORTGAGORS: STANLEY, ARTHUR CHABOT STANL, MARY ADDRESS : 1574 PLACID COURT MORTGAGE AMT: 304,000.00 CITY SIMI VALLEY :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 CA 93065 UNPAID BALANCE: 303,009.220 OPTION TO CONVERT : No MONTHLY P&I: 2,669.11 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066467 MORTGAGORS: SMITH, RICKEY SMITH, REBECCA ADDRESS : 6422 CABLE COURT MORTGAGE AMT: 131,000.00 CITY ORANGEVALE :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 CA 95662 UNPAID BALANCE: 127,932.410 OPTION TO CONVERT : No MONTHLY P&I: 1,141.16 ANNUAL RATE ADJUST: 0.000 LTV : 58.22222 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066475 MORTGAGORS: SKOFF, HILLEL SKOFF, ROBERTA ADDRESS : 28 BUCKMINSTER ROAD MORTGAGE AMT: 408,000.00 CITY BROOKLINE :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 MA 02146 UNPAID BALANCE: 405,418.050 OPTION TO CONVERT : No MONTHLY P&I: 3,667.22 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066483 MORTGAGORS: SHAEFFER, RICHARD SHAEFFER, NANCY ADDRESS : 4942 WESTON COURT NORTH MORTGAGE AMT: 350,000.00 CITY PLYMOUTH :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 MN 55446 UNPAID BALANCE: 341,881.690 OPTION TO CONVERT : No MONTHLY P&I: 3,072.98 ANNUAL RATE ADJUST: 0.000 LTV : 66.66667 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 10/01/13 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066491 MORTGAGORS: SCHUPP, JOSEPH ADDRESS : 8002 COPELAND ROAD MORTGAGE AMT: 269,500.00 CITY ODESSA :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 FL 33556 UNPAID BALANCE: 267,757.310 OPTION TO CONVERT : No MONTHLY P&I: 2,384.84 ANNUAL RATE ADJUST: 0.000 LTV : 70.00000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066509 MORTGAGORS: SANCHEZ, PEDRO SANCHEZ, ADELA ADDRESS : 1145 RAINBOW AVENUE MORTGAGE AMT: 91,950.00 CITY CALEXICO :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 92231 UNPAID BALANCE: 90,466.750 OPTION TO CONVERT : No MONTHLY P&I: 820.07 ANNUAL RATE ADJUST: 0.000 LTV : 79.95652 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 12/01/13 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066517 MORTGAGORS: ROSEMAN, DENNIS BONNAR, CATHERINE ADDRESS : 2124 LYON AVENUE MORTGAGE AMT: 286,000.00 CITY BELMONT :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 94002 UNPAID BALANCE: 285,097.680 OPTION TO CONVERT : No MONTHLY P&I: 2,570.65 ANNUAL RATE ADJUST: 0.000 LTV : 68.09524 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066525 MORTGAGORS: REID, JANE REID, MAX ADDRESS : 18815 FITZPATRICK LANE MORTGAGE AMT: 353,000.00 CITY OCCIDENTAL :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 95465 UNPAID BALANCE: 351,861.890 OPTION TO CONVERT : No MONTHLY P&I: 3,123.74 ANNUAL RATE ADJUST: 0.000 LTV : 56.48000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066533 MORTGAGORS: MOSKOWITZ, GEORGE MOSKOWITZ, MICHELE ADDRESS : 974 EAST 17TH STREET MORTGAGE AMT: 264,500.00 CITY BROOKLYN :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 NY 11230 UNPAID BALANCE: 263,637.960 OPTION TO CONVERT : No MONTHLY P&I: 2,322.30 ANNUAL RATE ADJUST: 0.000 LTV : 52.90000 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066541 MORTGAGORS: MERCER, JAMES ADDRESS : 447 BELLEVUE AVENUE MORTGAGE AMT: 300,000.00 CITY NEWPORT :\ STATE/ZIP :\ LIFETIME RATE : 6.37500 RI 02840 UNPAID BALANCE: 298,593.750 OPTION TO CONVERT : No MONTHLY P&I: 2,592.76 ANNUAL RATE ADJUST: 0.000 LTV : 31.57895 OUTSIDE CONV DATE: CURRENT INT 6.37500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066558 MORTGAGORS: MCGRAW, COLIN MCGRAW, SANDRA ADDRESS : 3528 RIPPLING WAY MORTGAGE AMT: 318,500.00 CITY LAUREL :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 MD 20724 UNPAID BALANCE: 318,500.000 OPTION TO CONVERT : No MONTHLY P&I: 2,862.77 ANNUAL RATE ADJUST: 0.000 LTV : 86.08108 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066574 MORTGAGORS: MCCREADY, PAUL MCCREADY, BETH ADDRESS : 15639 WAKE STREET NE MORTGAGE AMT: 370,000.00 CITY HAM LAKE :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 MN 55304 UNPAID BALANCE: 368,845.300 OPTION TO CONVERT : No MONTHLY P&I: 3,351.58 ANNUAL RATE ADJUST: 0.000 LTV : 56.92308 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066582 MORTGAGORS: MALANDRUCCOL, FRANK MALANDRUCCOL, ROSEANN ADDRESS : 34 FERNWOOD DRIVE MORTGAGE AMT: 128,400.00 CITY NEW CITY :\ STATE/ZIP :\ LIFETIME RATE : 7.75000 NY 10956 UNPAID BALANCE: 128,020.650 OPTION TO CONVERT : No MONTHLY P&I: 1,208.60 ANNUAL RATE ADJUST: 0.000 LTV : 60.00000 OUTSIDE CONV DATE: CURRENT INT 7.75000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066590 MORTGAGORS: MAEWALL, SUNDEEP MAEWALL, JYOTI ADDRESS : 6 COOK STREET MORTGAGE AMT: 298,000.00 CITY WESTBOROUGH :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 MA 01581 UNPAID BALANCE: 297,049.560 OPTION TO CONVERT : No MONTHLY P&I: 2,657.73 ANNUAL RATE ADJUST: 0.000 LTV : 59.30348 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066608 MORTGAGORS: LUPTON, RICHARD LUPTON, CAROL ADDRESS : 225 LEDGEWOOD DRIVE MORTGAGE AMT: 265,000.00 CITY HANOVER :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 MA 02339 UNPAID BALANCE: 263,901.510 OPTION TO CONVERT : No MONTHLY P&I: 2,363.42 ANNUAL RATE ADJUST: 0.000 LTV : 58.24176 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066616 MORTGAGORS: LOARD, GARRETT ADDRESS : 2312 ROSEMONT PLACE MORTGAGE AMT: 396,000.00 CITY MONTGOMERY :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 AL 36111 UNPAID BALANCE: 394,695.410 OPTION TO CONVERT : No MONTHLY P&I: 3,449.59 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066624 MORTGAGORS: LIU, HAO CHIH PAN, YU JUNG ADDRESS : 9176 MC ELWEE RIVER MORTGAGE AMT: 285,000.00 CITY FOUNTAIN VA :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 92708 UNPAID BALANCE: 284,100.830 OPTION TO CONVERT : No MONTHLY P&I: 2,561.67 ANNUAL RATE ADJUST: 0.000 LTV : 68.67470 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066632 MORTGAGORS: LEDERMAN, RICHARD LEDERMAN, ROBIN ADDRESS : 3460 HENDERSON CIRCLE MORTGAGE AMT: 303,200.00 CITY SANTA ROSA :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 95403 UNPAID BALANCE: 303,200.000 OPTION TO CONVERT : No MONTHLY P&I: 2,683.05 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066640 MORTGAGORS: KNAPP, RICHARD HAKE, LISA ADDRESS : 320 SPARKES ROAD MORTGAGE AMT: 333,000.00 CITY SEBASTOPOL :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 95472 UNPAID BALANCE: 330,892.670 OPTION TO CONVERT : No MONTHLY P&I: 2,993.10 ANNUAL RATE ADJUST: 0.000 LTV : 67.95918 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066657 MORTGAGORS: KLEINDORFER, PAUL OLEN, STEPHANIE OLEN, STEPHANIE ADDRESS : 2425 MANNING STREET MORTGAGE AMT: 323,950.00 CITY PHILADELPHI :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 PA 19103 UNPAID BALANCE: 322,927.950 OPTION TO CONVERT : No MONTHLY P&I: 2,911.76 ANNUAL RATE ADJUST: 0.000 LTV : 88.75342 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066665 MORTGAGORS: KAW, TEN HO KAW, LI ADDRESS : 9046 CARSON RIVER CIRCLE MORTGAGE AMT: 196,000.00 CITY FOUNTAIN VA :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 92708 UNPAID BALANCE: 195,368.070 OPTION TO CONVERT : No MONTHLY P&I: 1,734.43 ANNUAL RATE ADJUST: 0.000 LTV : 60.30769 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066673 MORTGAGORS: KARACH, THOMAS KARACH, LISA ADDRESS : 602 HARING FARM CT MORTGAGE AMT: 366,500.00 CITY RIVERVALE :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 NJ 07675 UNPAID BALANCE: 365,331.090 OPTION TO CONVERT : No MONTHLY P&I: 3,268.65 ANNUAL RATE ADJUST: 0.000 LTV : 73.30000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066681 MORTGAGORS: KAO, WEI KAO, MARINA ADDRESS : 6040 VIA SONOMA MORTGAGE AMT: 420,000.00 CITY RANCHO PALO :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 90275 UNPAID BALANCE: 420,000.000 OPTION TO CONVERT : No MONTHLY P&I: 3,745.79 ANNUAL RATE ADJUST: 0.000 LTV : 64.61538 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066699 MORTGAGORS: JORDAN, MARION JORDAN, CHERYL ADDRESS : 3309 OLD POINT ROAD MORTGAGE AMT: 290,000.00 CITY EDGEWATER :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 MD 21037 UNPAID BALANCE: 287,075.080 OPTION TO CONVERT : No MONTHLY P&I: 2,586.38 ANNUAL RATE ADJUST: 0.000 LTV : 38.66667 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066707 MORTGAGORS: JENKINS, DIANE ADDRESS : 618 RUDD ROAD MORTGAGE AMT: 97,500.00 CITY VISTA :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 92084 UNPAID BALANCE: 97,500.000 OPTION TO CONVERT : No MONTHLY P&I: 869.56 ANNUAL RATE ADJUST: 0.000 LTV : 42.39130 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066715 MORTGAGORS: JASINSKI CAL, MARY CALDWELL, WILLIAM ADDRESS : 8 TALLY HO DRIVE MORTGAGE AMT: 274,700.00 CITY ELKTON :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 MD 21921 UNPAID BALANCE: 273,795.020 OPTION TO CONVERT : No MONTHLY P&I: 2,392.94 ANNUAL RATE ADJUST: 0.000 LTV : 74.64674 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066723 MORTGAGORS: HERSKOWITZ, THOMAS HERSKOWITZ, PATRICIA ADDRESS : 15485 WILLOW RANCH TRAIL MORTGAGE AMT: 300,000.00 CITY POWAY :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 92064 UNPAID BALANCE: 290,079.170 OPTION TO CONVERT : No MONTHLY P&I: 2,654.73 ANNUAL RATE ADJUST: 0.000 LTV : 57.69231 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 07/01/13 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066731 MORTGAGORS: HARDY, BRUCE ADDRESS : 504 SOUTH EVERGREEN STREE MORTGAGE AMT: 151,900.00 CITY VENTURA :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 CA 93003 UNPAID BALANCE: 151,425.950 OPTION TO CONVERT : No MONTHLY P&I: 1,375.96 ANNUAL RATE ADJUST: 0.000 LTV : 70.00000 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066756 MORTGAGORS: DYBBRO, PAUL MARTINEZ, ALMA ADDRESS : 815 WALNUT AVENUE MORTGAGE AMT: 449,000.00 CITY BURLINGAME :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 94010 UNPAID BALANCE: 447,583.430 OPTION TO CONVERT : No MONTHLY P&I: 4,035.74 ANNUAL RATE ADJUST: 0.000 LTV : 51.60920 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066764 MORTGAGORS: CONDARA, HAROLD CONDARA, SALLY ADDRESS : 11208 WILDING LANE MORTGAGE AMT: 331,000.00 CITY HOUSTON :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 TX 77024 UNPAID BALANCE: 327,390.830 OPTION TO CONVERT : No MONTHLY P&I: 2,883.37 ANNUAL RATE ADJUST: 0.000 LTV : 47.28571 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 02/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066772 MORTGAGORS: COLLINS, SCOT COLLINS, ELIZABETH ADDRESS : 300 LEAFY HOLLOW LANE MORTGAGE AMT: 284,000.00 CITY MCGREGOR :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 TX 76657 UNPAID BALANCE: 282,993.660 OPTION TO CONVERT : No MONTHLY P&I: 2,592.54 ANNUAL RATE ADJUST: 0.000 LTV : 77.80822 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066780 MORTGAGORS: BROWNSTEIN, ARNOLD BROWNSTEIN, FRANCES ADDRESS : 3414 OAKWOOD CIRCLE MORTGAGE AMT: 290,000.00 CITY ASHLAND :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 KY 41102 UNPAID BALANCE: 289,054.850 OPTION TO CONVERT : No MONTHLY P&I: 2,546.19 ANNUAL RATE ADJUST: 0.000 LTV : 79.88981 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066806 MORTGAGORS: BERNSTEIN, RICHARD BERNSTEIN, BARBARA ADDRESS : 37 PHEASANT RUN LANE MORTGAGE AMT: 320,000.00 CITY DIX HILLS :\ STATE/ZIP :\ LIFETIME RATE : 7.25000 NY 11746 UNPAID BALANCE: 318,018.360 OPTION TO CONVERT : No MONTHLY P&I: 2,921.17 ANNUAL RATE ADJUST: 0.000 LTV : 79.92008 OUTSIDE CONV DATE: CURRENT INT 7.25000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066814 MORTGAGORS: BAUMANN, DAVID BAUMANN, LYNNE ADDRESS : 5948 SUMMIT LANE NE MORTGAGE AMT: 277,000.00 CITY ROCHESTER :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 MN 55906 UNPAID BALANCE: 264,598.240 OPTION TO CONVERT : No MONTHLY P&I: 2,489.76 ANNUAL RATE ADJUST: 0.000 LTV : 58.93617 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066822 MORTGAGORS: RAY, NIKKI RAY, DONNA ADDRESS : 1562 CAMINO DEL MAR #635 MORTGAGE AMT: 286,000.00 CITY DEL MAR :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 92014 UNPAID BALANCE: 282,100.650 OPTION TO CONVERT : No MONTHLY P&I: 2,550.71 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 01/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066848 MORTGAGORS: SCHULTZ, ALVIN SCHULTZ, JUDITH SCHULTZ, JUDY ADDRESS : 205 CHIMNEY ROCK DRIVE MORTGAGE AMT: 297,000.00 CITY NORTH LITTL :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 AR 72116 UNPAID BALANCE: 296,021.560 OPTION TO CONVERT : No MONTHLY P&I: 2,587.19 ANNUAL RATE ADJUST: 0.000 LTV : 60.00000 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066855 MORTGAGORS: STAHL, MILTON STAHL, BEVERLY ADDRESS : 5810 HERSHINGER CLOSE MORTGAGE AMT: 265,000.00 CITY DULUTH :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 GA 30155 UNPAID BALANCE: 263,267.890 OPTION TO CONVERT : No MONTHLY P&I: 2,326.69 ANNUAL RATE ADJUST: 0.000 LTV : 68.65285 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066871 MORTGAGORS: RATON, ANGEL RATON, BERTHA ADDRESS : 17 PALLAZO MORTGAGE AMT: 295,000.00 CITY LAGUNA NIGU :\ STATE/ZIP :\ LIFETIME RATE : 6.00000 CA 92677 UNPAID BALANCE: 292,966.170 OPTION TO CONVERT : No MONTHLY P&I: 2,489.38 ANNUAL RATE ADJUST: 0.000 LTV : 45.87869 OUTSIDE CONV DATE: CURRENT INT 6.00000 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066889 MORTGAGORS: MITCHELL, JAMES MITCHELL, MARION ADDRESS : 5320 CHANDLEY FARM CIRCLE MORTGAGE AMT: 564,500.00 CITY CENTREVILLE :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 VA 20120 UNPAID BALANCE: 562,679.990 OPTION TO CONVERT : No MONTHLY P&I: 4,995.32 ANNUAL RATE ADJUST: 0.000 LTV : 77.64787 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066905 MORTGAGORS: JOHNSON, GARY JOHNSON, MELANIE ADDRESS : 7420 CAMINITO BASSANO WES MORTGAGE AMT: 517,600.00 CITY LA JOLLA :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 CA 92037 UNPAID BALANCE: 513,761.350 OPTION TO CONVERT : No MONTHLY P&I: 4,544.50 ANNUAL RATE ADJUST: 0.000 LTV : 51.76000 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066913 MORTGAGORS: HUROWITZ, DAVID HUROWITZ, THERESA ADDRESS : 10489 E. HONEY MESQUITE MORTGAGE AMT: 510,900.00 CITY SCOTTSDALE :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 AZ 85262 UNPAID BALANCE: 509,216.890 OPTION TO CONVERT : No MONTHLY P&I: 4,450.49 ANNUAL RATE ADJUST: 0.000 LTV : 78.60000 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066921 MORTGAGORS: S HILL, DAVID ORNELAS, TERESA ADDRESS : 1760 BURGUNDY ROAD MORTGAGE AMT: 290,000.00 CITY ENCINITAS :\ STATE/ZIP :\ LIFETIME RATE : 7.50000 CA 92024 UNPAID BALANCE: 289,124.160 OPTION TO CONVERT : No MONTHLY P&I: 2,688.34 ANNUAL RATE ADJUST: 0.000 LTV : 73.04786 OUTSIDE CONV DATE: CURRENT INT 7.50000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066939 MORTGAGORS: CUELLAR, ARNOLDO CUELLAR, JAN ADDRESS : 108 PALISADES DRIVE MORTGAGE AMT: 388,500.00 CITY PORTLAND :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 TX 78374 UNPAID BALANCE: 388,500.000 OPTION TO CONVERT : No MONTHLY P&I: 3,437.88 ANNUAL RATE ADJUST: 0.000 LTV : 79.93827 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080066947 MORTGAGORS: CHERNOW, JOSEPH ADDRESS : 19 LEEWARD LANE MORTGAGE AMT: 328,000.00 CITY HOUSTON :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 TX 77058 UNPAID BALANCE: 318,013.310 OPTION TO CONVERT : No MONTHLY P&I: 2,925.28 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 08/01/13 RATE: 08 -------------------------------------------------------------------------------- LN # 0080067671 MORTGAGORS: SHAW, WILLIAM SHAW, ILEANA ADDRESS : 1932 TONDOLEA LANE MORTGAGE AMT: 272,000.00 CITY LA CANADA F :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 CA 91011 UNPAID BALANCE: 272,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,463.87 ANNUAL RATE ADJUST: 0.000 LTV : 54.40000 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080071863 MORTGAGORS: IANTUONO, JOSEPH IANTUONO, MARY ADDRESS : 57 VERNON PARKWAY MORTGAGE AMT: 320,000.00 CITY MOUNT VERNO :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 NY 10552 UNPAID BALANCE: 320,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,809.59 ANNUAL RATE ADJUST: 0.000 LTV : 74.41860 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080071871 MORTGAGORS: BAUM, CHRISTOPHE BAUM, JOANNE ADDRESS : 2 FOX DEN LANE MORTGAGE AMT: 307,500.00 CITY NORTH SALEM :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 NY 10560 UNPAID BALANCE: 307,500.000 OPTION TO CONVERT : No MONTHLY P&I: 2,699.84 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080072606 MORTGAGORS: PRUETT, ALIS PRUETT, STEVE ADDRESS : 1708 HIGHLAND AVENUE MORTGAGE AMT: 294,500.00 CITY GLENDALE :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 91202 UNPAID BALANCE: 294,500.000 OPTION TO CONVERT : No MONTHLY P&I: 2,647.05 ANNUAL RATE ADJUST: 0.000 LTV : 72.71605 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080075047 MORTGAGORS: RUIZ, JOHN RUIZ, ELIZABETH ADDRESS : 3287 STAR CANYON CIRCLE MORTGAGE AMT: 294,000.00 CITY CORONA :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 91720 UNPAID BALANCE: 294,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,642.56 ANNUAL RATE ADJUST: 0.000 LTV : 74.43038 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080075120 MORTGAGORS: LARSEN, BRADLEY ADDRESS : 36 SOUTH LA SENDA DRIVE MORTGAGE AMT: 466,000.00 CITY LAGUNA BEAC :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 92677 UNPAID BALANCE: 466,000.000 OPTION TO CONVERT : No MONTHLY P&I: 4,123.68 ANNUAL RATE ADJUST: 0.000 LTV : 47.79487 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080075153 MORTGAGORS: JACKSON, JON ADDRESS : 4364 23RD STREET MORTGAGE AMT: 367,000.00 CITY SAN FRANCIS :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 CA 94114 UNPAID BALANCE: 367,000.000 OPTION TO CONVERT : No MONTHLY P&I: 3,222.24 ANNUAL RATE ADJUST: 0.000 LTV : 39.67568 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080075187 MORTGAGORS: WHITE, TOM WHITE, MARTHA ADDRESS : 29682 AVANTE MORTGAGE AMT: 380,000.00 CITY LAGUNA NIGU :\ STATE/ZIP :\ LIFETIME RATE : 6.75000 CA 92677 UNPAID BALANCE: 380,000.000 OPTION TO CONVERT : No MONTHLY P&I: 3,362.66 ANNUAL RATE ADJUST: 0.000 LTV : 79.16667 OUTSIDE CONV DATE: CURRENT INT 6.75000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080075203 MORTGAGORS: SAXENA, SUNITA ADDRESS : 323 SANTA ROSA ROAD MORTGAGE AMT: 310,000.00 CITY ARCADIA :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CA 91007 UNPAID BALANCE: 310,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,786.37 ANNUAL RATE ADJUST: 0.000 LTV : 78.48101 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080075310 MORTGAGORS: YU, JAMES YU, MARY ADDRESS : 19553 CELTIC STREET MORTGAGE AMT: 325,000.00 CITY NORTHRIDGE :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 CA 91326 UNPAID BALANCE: 325,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,853.48 ANNUAL RATE ADJUST: 0.000 LTV : 79.26829 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080077456 MORTGAGORS: SMITH, SCOTT SMITH, DORTHA ADDRESS : 30932 BELLE MAISON MORTGAGE AMT: 437,000.00 CITY LAGUNA NIGU :\ STATE/ZIP :\ LIFETIME RATE : 6.37500 CA 92677 UNPAID BALANCE: 437,000.000 OPTION TO CONVERT : No MONTHLY P&I: 3,776.78 ANNUAL RATE ADJUST: 0.000 LTV : 74.70085 OUTSIDE CONV DATE: CURRENT INT 6.37500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080078603 MORTGAGORS: MOCK, JOHN MOCK, MARGARET ADDRESS : 26360 CALLE DEL SOL MORTGAGE AMT: 650,000.00 CITY LOS ALTOS H :\ STATE/ZIP :\ LIFETIME RATE : 6.00000 CA 94022 UNPAID BALANCE: 650,000.000 OPTION TO CONVERT : No MONTHLY P&I: 5,485.07 ANNUAL RATE ADJUST: 0.000 LTV : 55.46075 OUTSIDE CONV DATE: CURRENT INT 6.00000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080079049 MORTGAGORS: BESSER, STAN BESSER, AMY ADDRESS : 433 DELL COURT MORTGAGE AMT: 300,000.00 CITY SOLANA BEAC :\ STATE/ZIP :\ LIFETIME RATE : 7.12500 CA 92075 UNPAID BALANCE: 298,121.940 OPTION TO CONVERT : No MONTHLY P&I: 2,717.50 ANNUAL RATE ADJUST: 0.000 LTV : 58.82353 OUTSIDE CONV DATE: CURRENT INT 7.12500 MATURITY DATE: 03/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080080385 MORTGAGORS: TRAXLER, RICHARD TRAXLER, BEVERLY ADDRESS : 110 BELLA VISTA DRIVE MORTGAGE AMT: 350,000.00 CITY HILLSBOROUG :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 CA 94010 UNPAID BALANCE: 350,000.000 OPTION TO CONVERT : No MONTHLY P&I: 3,048.88 ANNUAL RATE ADJUST: 0.000 LTV : 12.50000 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080080641 MORTGAGORS: BERNACCI, RICHARD BERNACCHI, MARILYN ADDRESS : 610 CRESTVIEW DRIVE MORTGAGE AMT: 290,000.00 CITY OJAI :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 CA 93023 UNPAID BALANCE: 290,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,546.18 ANNUAL RATE ADJUST: 0.000 LTV : 79.45205 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080080864 MORTGAGORS: YOUNG, VICTOR ADDRESS : 286 HIGH MEADOW STREET MORTGAGE AMT: 420,000.00 CITY SIMI VALLEY :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 CA 93065 UNPAID BALANCE: 420,000.000 OPTION TO CONVERT : No MONTHLY P&I: 3,687.58 ANNUAL RATE ADJUST: 0.000 LTV : 75.00000 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080080922 MORTGAGORS: ANDREWS, JOHN ANDREWS, KIM ADDRESS : 25611 STRATFORD PLACE MORTGAGE AMT: 507,000.00 CITY LAGUNA HILL :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 92653 UNPAID BALANCE: 505,382.980 OPTION TO CONVERT : No MONTHLY P&I: 4,521.71 ANNUAL RATE ADJUST: 0.000 LTV : 74.88922 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080081201 MORTGAGORS: FRENCH, DAVE FRENCH, CARLA ADDRESS : 197 AVENIDA LA CUESTA MORTGAGE AMT: 283,500.00 CITY SAN CLEMENT :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 CA 92672 UNPAID BALANCE: 282,566.040 OPTION TO CONVERT : No MONTHLY P&I: 2,469.59 ANNUAL RATE ADJUST: 0.000 LTV : 71.77215 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080081243 MORTGAGORS: WOO, WILLIAM WOO, RAYMOND WOO, SHU ADDRESS : 1636 HASTINGS HEIGHTS LAN MORTGAGE AMT: 480,000.00 CITY PASADENA :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 91107 UNPAID BALANCE: 480,000.000 OPTION TO CONVERT : No MONTHLY P&I: 4,280.91 ANNUAL RATE ADJUST: 0.000 LTV : 38.40000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080082340 MORTGAGORS: BONAMASSA, NICHOLAS BONAMASSA, ANDREA ADDRESS : 16 ESTHER DRIVE MORTGAGE AMT: 260,000.00 CITY FREEHOLD :\ STATE/ZIP :\ LIFETIME RATE : 7.37500 NJ 07728 UNPAID BALANCE: 259,206.120 OPTION TO CONVERT : No MONTHLY P&I: 2,391.80 ANNUAL RATE ADJUST: 0.000 LTV : 75.36232 OUTSIDE CONV DATE: CURRENT INT 7.37500 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080083454 MORTGAGORS: HARGREAVES, BERNARD HARGREAVES, JANET ADDRESS : 5 REGALO DRIVE MORTGAGE AMT: 263,500.00 CITY MISSION VIE :\ STATE/ZIP :\ LIFETIME RATE : 6.62500 CA 92692 UNPAID BALANCE: 263,500.000 OPTION TO CONVERT : No MONTHLY P&I: 2,313.52 ANNUAL RATE ADJUST: 0.000 LTV : 63.49398 OUTSIDE CONV DATE: CURRENT INT 6.62500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080083462 MORTGAGORS: STANEK, BRYAN STANEK, PATRICE ADDRESS : 9 SUNROSE MORTGAGE AMT: 330,000.00 CITY IRVINE :\ STATE/ZIP :\ LIFETIME RATE : 6.50000 CA 92612 UNPAID BALANCE: 330,000.000 OPTION TO CONVERT : No MONTHLY P&I: 2,874.66 ANNUAL RATE ADJUST: 0.000 LTV : 62.50000 OUTSIDE CONV DATE: CURRENT INT 6.50000 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080085442 MORTGAGORS: YUAN, DONALD YUAN, FAYE ADDRESS : 3120 GRANGEMONT ROAD MORTGAGE AMT: 345,880.00 CITY GLENDALE :\ STATE/ZIP :\ LIFETIME RATE : 6.12500 CA 91206 UNPAID BALANCE: 345,880.000 OPTION TO CONVERT : No MONTHLY P&I: 2,942.14 ANNUAL RATE ADJUST: 0.000 LTV : 76.86222 OUTSIDE CONV DATE: CURRENT INT 6.12500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080088719 MORTGAGORS: BRUNE, ROBERT BRUNE, CATHERINE ADDRESS : 29240 NORTHSTAR LANE MORTGAGE AMT: 409,286.00 CITY EVERGREEN :\ STATE/ZIP :\ LIFETIME RATE : 7.00000 CO 80439 UNPAID BALANCE: 407,994.720 OPTION TO CONVERT : No MONTHLY P&I: 3,678.78 ANNUAL RATE ADJUST: 0.000 LTV : 64.35314 OUTSIDE CONV DATE: CURRENT INT 7.00000 MATURITY DATE: 04/01/14 RATE: 08 -------------------------------------------------------------------------------- LN # 0080088743 MORTGAGORS: BUTLER, LAVON ADDRESS : 3672 CAMINO DEL PILAR MORTGAGE AMT: 333,600.00 CITY ESCONDIDO :\ STATE/ZIP :\ LIFETIME RATE : 6.87500 CA 92025 UNPAID BALANCE: 333,600.000 OPTION TO CONVERT : No MONTHLY P&I: 2,975.23 ANNUAL RATE ADJUST: 0.000 LTV : 80.00000 OUTSIDE CONV DATE: CURRENT INT 6.87500 MATURITY DATE: 05/01/14 RATE: 08 -------------------------------------------------------------------------------- **** PAGE TOTALS NUM OF LOANS: 652 LOAN AMT: 200,546, **** 629.53 P & I AMT: 1,801, UPB AMT: 192,660, 550.55 137.20 **** GRAND TOTALS NUM OF LOANS: 651 LOAN AMT: 200,546,629.53 **** P & I AMT: 1,801,550.55 UPB AMT: 192,660,137.20
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EXHIBIT D FORM OF SERVICER'S CERTIFICATE ----------------, ------ (month) (year) GE CAPITAL MORTGAGE SERVICES, INC. REMIC Mortgage Pass-Through Certificates, Series 1999-12 Pursuant to the Pooling and Servicing Agreement dated as of May 1, 1999 (the "Agreement") between GE Capital Mortgage Services, Inc. (the "Company"), and State Street Bank and Trust Company (the "Trustee"), governing the Certificates referred to above, the Company hereby certifies to the Trustee: With respect to the Agreement and as of the Determination Date for this month: A. Mortgage Loan Information: [Enlarge/Download Table] (1) Aggregate Scheduled Monthly Payments: (a) Principal $________ (b) Interest $________ (c) Total $________ (2) Aggregate Monthly Payments received and Monthly Advances made this Month: (a) Principal $________ (b) Interest $________ (c) Total $________ (3) Aggregate Principal Prepayments in part received and applied in the applicable Prepayment Period: (a) Principal $________ (b) Interest $________ (c) Total $________ (4) Aggregate Principal Prepayments in full received in the applicable Prepayment Period: (a) Principal $________ (b) Interest $________ (c) Total $________ (5) Aggregate Insurance Proceeds (including purchases of Mortgage Loans by primary mortgage insurers) for prior month: (a) Principal $________ (b) Interest $________ (c) Total $________ (6) Aggregate Liquidation Proceeds for prior month: (a) Principal $________ (b) Interest $________ (c) Total $________ (7) Aggregate Purchase Prices for Defaulted Mortgage Loans: (a) Principal $________ (b) Interest $________ (c) Total $________ (8) Aggregate Purchase Prices (and substitution adjustments) for Defective Mortgage Loans: (a) Principal $________ (b) Interest $________ (c) Total $________ (9) Pool Scheduled Principal Balance: $________ (10) Available Funds: $________ (11) Realized Losses for prior month: $________ (12) Aggregate Realized Losses and Debt Service Reductions: (a) Deficient Valuations $________ (b) Special Hazard Losses $________ (c) Fraud Losses $________ (d) Excess Bankruptcy Losses $________ (i) Debt Service Reductions $________ (ii) Deficient Valuations $________ (e) Excess Special Hazard Losses $________ (f) Excess Fraud Losses $________ (g) Debt Service Reductions $________ (13) Compensating Interest Payment: $________ (14) Accrued Certificate Interest, Unpaid Class Interest Shortfalls and Pay-out Rate: Class A1 $__________ $__________ ____% Class A2 $__________ $__________ ____% Class A3 $__________ $__________ ____% Class M $__________ $__________ ____% Class B1 $__________ $__________ ____% Class B2 $__________ $__________ ____% Class B3 $__________ $__________ ____% Class B4 $__________ $__________ ____% Class B5 $__________ $__________ ____% Class R $__________ $__________ ____% Class S $__________ $__________ ____% (15) Accrual amount: N/A (16) Principal distributable: Class A1 $__________ Class A2 $__________ Class A3 $__________ Class PO $__________ Class M $__________ Class B1 $__________ Class B2 $__________ Class B3 $__________ Class B4 $__________ Class B5 $__________ Class R $__________ (17) Additional distributions to the Class R Certificate pursuant to Section 4.01(b): Class R $__________ (18) Certificate Interest Rate of: Class S Certificates __________% (19) Distributions Allocable to Unanticipated Recoveries: Class A1 $__________ Class A2 $__________ Class A3 $__________ Class PO $__________ Class M $__________ Class B1 $__________ Class B2 $__________ Class B3 $__________ Class B4 $___________ Class B5 $__________ Class R $__________ B. Other Amounts: 1. Senior Percentage for such Distribution Date: _____________% 2. Senior Prepayment Percentage for such Distribution Date: _____________% 3. Junior Percentage for such Distribution Date: _____________% 4. Junior Prepayment Percentage for such Distribution Date: _____________% 5. Class A1 Percentage for such Distribution Date: _____________% 6. Class A1 Prepayment Distribution Percentage for such Distribution Date: _____________% 7. Subordinate Certificate Writedown Amount for such Distribution Date: $_____________ 8. Prepayment Distribution Triggers satisfied: Yes No Class B1 _____ _____ Class B2 _____ _____ Class B3 _____ _____ Class B4 _____ _____ Class B5 _____ _____ 9. Servicing Fee: $_____________ Capitalized terms used in this Certificate shall have the same meanings as in the Agreement.
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EXHIBIT E FORM OF TRANSFER CERTIFICATE AS TO ERISA MATTERS FOR DEFINITIVE ERISA-RESTRICTED CERTIFICATES State Street Bank and Trust Company Corporate Trust Department 225 Franklin Street Boston, Massachusetts 02110 [NAME OF OFFICER] ______________________ hereby certifies that: 1. That he [she] is [title of officer] ___________________________________ of [name of Investor] _______________________________________ (the "Investor"), a __________ ______________________ [description of type of entity] duly organized and existing under the laws of the [State of ____________] [United States], on behalf of which he [she] makes this affidavit. 2. The Investor (i) is not, and on ________________ [insert date of transfer of Certificate to Investor] will not be, and on such date will not be investing the funds of, an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or a plan subject to Section 4975 of the Code or (ii) is an insurance company investing assets of its general account and the exemptions provided by Section III(a) of Department of Labor Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemptions") apply to the Investor's acquisition and holding or any ERISA-Restricted Certificate. 3. The Investor hereby acknowledges that under the terms of the Pooling and Servicing Agreement (the "Agreement") between State Street Bank and Trust Company, as Trustee and GE Capital Mortgage Services, Inc., dated as of May 1, 1999, no transfer of any ERISA-Restricted Certificate shall be permitted to be made to any person unless the Trustee has received (i) a certificate from such transferee to the effect that (x) such transferee is not an employee benefit plan subject to ERISA or a plan subject to Section 4975 of the Code (a "Plan") or a Person that is using the assets of a Plan to acquire any such Certificate or (y) such transferee is an insurance company investing assets of its general account and the Exemptions apply to such transferee's acquisition and holding of any such Certificate or (ii) an opinion of counsel satisfactory to the Trustee and the Company to the effect that the purchase and holding of any such Certificate will not constitute or result in the assets of the Trust Fund created by the Agreement being deemed to be "plan assets" subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code and will not subject the Trustee or the Company to any obligation in addition to those undertaken in the Agreement (provided, however, that the Trustee will not require such certificate or opinion in the event that, as a result of change of law or otherwise, counsel satisfactory to the Trustee has rendered an opinion to the effect that the purchase and holding of any such Certificate by a Plan or a Person that is purchasing or holding any such Certificate with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA or Section 4975 of the Code). [4. The ERISA-Restricted Certificates shall be registered in the name of ______________________________________________ as nominee for the Investor.] IN WITNESS WHEREOF, the Investor has caused this instrument to be executed on its behalf, pursuant to authority of its Board of Directors, by its [title of officer] __________________ and its corporate seal to be hereunder attached, attested by its [Assistant] Secretary, this ____ day of _________, 199_. --------------------------------------- [name of Investor] By:____________________________________ Name: Title: The undersigned hereby acknowledges that it is holding and will hold the ERISA-Restricted Certificates at the exclusive direction of and as nominee of the Investor named above. ------------------------------- [name of nominee] By:____________________________ Name: Title:
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EXHIBIT F FORM OF RESIDUAL CERTIFICATE TRANSFEREE AFFIDAVIT STATE OF ) ) ss.: COUNTY OF ) [NAME OF OFFICER], _________________ being first duly sworn, deposes and says: 1. That he [she] is [title of officer] ________________________ of [name of Purchaser] _________________________________________ (the "Purchaser"), a _________________ ____________________ [description of type of entity] duly organized and existing under the laws of the [State of __________] [United States], on behalf of which he [she] makes this affidavit. 2. That the Purchaser's Taxpayer Identification Number is [ ]. 3. That the Purchaser is not a "disqualified organization" within the meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the "Code") and will not be a "disqualified organization" as of [date of transfer], and that the Purchaser is not acquiring a Residual Certificate (as defined below) for the account of, or as agent (including a broker, nominee, or other middleman) for, any person or entity from which it has not received an affidavit substantially in the form of this affidavit. For these purposes, a "disqualified organization" means the United States, any state or political subdivision thereof, any foreign government, any international organization, any agency or instrumentality of any of the foregoing (other than an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not selected by such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas as described in Code Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative described in Code Section 521) that is exempt from federal income tax unless such organization is subject to the tax on unrelated business income imposed by Code Section 511. As used herein, "Residual Certificate" means any Certificate designated as a "Class R Certificate" of GE Capital Mortgage Services, Inc.'s REMIC Mortgage Pass-Through Certificates, Series 1999-12. 4. That the Purchaser is not, and on __________ [insert date of transfer of Residual Certificate to Purchaser] will not be, and is not and on such date will not be investing the assets of, an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan subject to Code Section 4975 or a person or entity that is using the assets of any employee benefit plan or other plan to acquire a Residual Certificate. 5. That the Purchaser hereby acknowledges that under the terms of the Pooling and Servicing Agreement (the "Agreement") between State Street Bank and Trust Company, as Trustee, and GE Capital Mortgage Services, Inc., dated as of May 1, 1999, no transfer of the Residual Certificates shall be permitted to be made to any person unless the Trustee has received a certificate from such transferee to the effect that such transferee is not an employee benefit plan subject to ERISA or a plan subject to Section 4975 of the Code and is not using the assets of any employee benefit plan or other plan to acquire Residual Certificates. 6. That the Purchaser does not hold REMIC residual securities as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in accounts of participating organizations (such entity, a "Book-Entry Nominee"). 7. That the Purchaser does not have the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to such Residual Certificate. 8. That the Purchaser will not transfer a Residual Certificate to any person or entity (i) as to which the Purchaser has actual knowledge that the requirements set forth in paragraph 3, paragraph 6 or paragraph 10 hereof are not satisfied or that the Purchaser has reason to believe does not satisfy the requirements set forth in paragraph 7 hereof, and (ii) without obtaining from the prospective Purchaser an affidavit substantially in this form and providing to the Trustee a written statement substantially in the form of Exhibit G to the Agreement. 9. That the Purchaser understands that, as the holder of a Residual Certificate, the Purchaser may incur tax liabilities in excess of any cash flows generated by the interest and that it intends to pay taxes associated with holding such Residual Certificate as they become due. 10. That the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S. Person that holds a Residual Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Trustee with an effective Internal Revenue Service Form 4224 or successor form at the time and in the manner required by the Code or (iii) is a Non-U.S. Person that has delivered to both the transferor and the Trustee an opinion of a nationally recognized tax counsel to the effect that the transfer of such Residual Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of a Residual Certificate will not be disregarded for federal income tax purposes. "Non-U.S. Person" means an individual, corporation, partnership or other person other than (i) a citizen or resident of the United States; (ii) a corporation (or entity treated as a corporation for tax purposes) created or organized in the United States or under the laws of the United States or of any state thereof, including, for this purpose, the District of Columbia; (iii) a partnership (or entity treated as a partnership for tax purposes) organized in the United States or under the laws of the United States or of any state thereof, including, for this purpose, the District of Columbia (unless provided otherwise by future Treasury regulations); (iv) an estate whose income is includible in gross income for United States income tax purposes regardless of its source; or (v) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. Persons have authority to control all substantial decisions of the trust. Notwithstanding the last clause of the preceding sentence, to the extent provided in Treasury regulations, certain trusts in existence on August 20, 1996, and treated as U.S. Persons prior to such date, may elect to continue to be U.S. Persons. 11. That the Purchaser agrees to such amendments of the Pooling and Servicing Agreement as may be required to further effectuate the restrictions on transfer of any Residual Certificate to such a "disqualified organization," an agent thereof, a Book-Entry Nominee, or a person that does not satisfy the requirements of paragraph 7 and paragraph 10 hereof. 12. That the Purchaser consents to the designation of the Company as its agent to act as "tax matters person" of the Trust Fund, pursuant to the Pooling and Servicing Agreement.
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IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on its behalf, pursuant to authority of its Board of Directors, by its [title of officer] this _____ day of __________, 19__. --------------------------------- [name of Purchaser] By:______________________________ Name: Title: Personally appeared before me the above-named [name of officer] ________________, known or proved to me to be the same person who executed the foregoing instrument and to be the [title of officer] _________________ of the Purchaser, and acknowledged to me that he [she] executed the same as his [her] free act and deed and the free act and deed of the Purchaser. Subscribed and sworn before me this _____ day of __________, 19__. NOTARY PUBLIC ------------------------------ COUNTY OF_____________________ STATE OF______________________ My commission expires the _____ day of __________, 19__.
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44476/4 EXHIBIT G [LETTER FROM TRANSFEROR OF RESIDUAL CERTIFICATE] ------------------- Date State Street Bank and Trust Company Corporate Trust Department 225 Franklin Street 8th Floor Boston, Massachusetts 02110 Re: GE Capital Mortgage Services, Inc. REMIC Mortgage Pass-Through Certificates, Series 1999-12 Ladies and Gentlemen: _______________________ (the "Transferor") has reviewed the attached affidavit of _____________________________ (the "Transferee"), and has no actual knowledge that such affidavit is not true and has no reason to believe that the information contained in paragraph 7 thereof is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to a Residual Certificate. In addition, the Transferor has conducted a reasonable investigation at the time of the transfer and found that the Transferee had historically paid its debts as they came due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, ------------------------------- Name: Title:
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EXHIBIT H ADDITIONAL SERVICER COMPENSATION QUALIFIED ADMINISTRATIVE EXPENSES (Conventional, Non-Conforming Loans) [Download Table] Assumption Fees $550 - $800 Late Charges Per Loan Documents Appraisal/Inspection Fees Reasonable and Customary Charges Partial Release Fees $300 Easements $150 Insufficient Funds Charges $15 Document Requests (copies of loan file documents, additional pay-off quotations, amortization schedules, payment histories) $0 Modification Fees Reasonable and Customary Charges
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EXHIBIT I FORM OF INVESTMENT LETTER FOR DEFINITIVE RESTRICTED CERTIFICATES --------------------- Date State Street Bank and Trust Company Corporate Trust Department 225 Franklin Street 8th Floor Boston, Massachusetts 02110 Re: GE Capital Mortgage Services, Inc. REMIC Mortgage Pass Through Certificates, Series 1999-12 Ladies and Gentlemen: 1. The undersigned, a [title of officer] _______________ of [name of Investor] _________________________________________ (the "Investor"), a ______________ ___________________ [description of type of entity] duly organized and existing under the laws of the [State of __________________] [United States], hereby certifies as follows: 2. The Investor hereby acknowledges that under the terms of the Pooling and Servicing Agreement between State Street Bank and Trust Company, as Trustee, and GE Capital Mortgage Services, Inc. (the "Company"), dated as of May 1, 1999 (the "Agreement"), no transfer of a Restricted Certificate may be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities laws, or is made in accordance with the Securities Act and such laws. 3. The Investor understands that (a) the Restricted Certificates have not been and will not be registered or qualified under the Securities Act, or the securities laws of any state, (b) neither the Company nor the Trustee is required, and neither intends, to so register or qualify the Restricted Certificates, (c) the Restricted Certificates cannot be resold unless (i) they are registered and qualified under the Securities Act and the applicable state securities laws or (ii) such sale is exempt from the requirements of the Securities Act, (d) the Agreement contains restrictions regarding the transfer of the Restricted Certificates and (e) the Restricted Certificates will bear a legend to the foregoing effect. 4. The Investor is acquiring the Restricted Certificates for its own account for investment only and not with a view to or for sale or other transfer in connection with any distribution of the Restricted Certificates in any manner that would violate the Securities Act or any applicable state securities laws. 5. The Investor (a) is a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and in particular in such matters related to securities similar to the Restricted Certificates, such that it is capable of evaluating the merits and risks of investment in the Restricted Certificates, (b) is able to bear the economic risks of such an investment and (c) is an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) promulgated pursuant to the Securities Act. 6. The Investor will not authorize nor has it authorized any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Restricted Certificate, any interest in any Restricted Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition or other transfer of any Restricted Certificate, any interest in any Restricted Certificate or any other similar security from any person in any manner, (c) otherwise approach or negotiate with respect to any Restricted Certificate, any interest in any Restricted Certificate or any other similar security with any person in any manner, (d) make any general solicitation by means of general advertising or in any other manner, or (e) take any other action that would constitute a distribution of any Restricted Certificate under the Securities Act, that would render the disposition of any Restricted Certificate a violation of Section 5 of the Securities Act or any state securities law, or that could require registration or qualification pursuant thereto. Neither the Investor nor anyone acting on its behalf has offered the Restricted Certificates for sale or made any general solicitation by means of general advertising or in any other manner with respect to the Restricted Certificates. The Investor will not sell or otherwise transfer any of the Restricted Certificates, except in compliance with the provisions of the Agreement. 7. If an Investor in a Restricted Certificate sells or otherwise transfers any such Certificate to a transferee other than a "qualified institutional buyer" under Rule 144A of the Securities Act, such Investor will obtain (a) from any subsequent purchaser the same certifications, representations, warranties and covenants contained in the foregoing paragraphs and in this paragraph or (b) an opinion of counsel in form and substance satisfactory to the Trustee pursuant to the Agreement. 8. The Investor hereby indemnifies the Trustee and the Company against any liability that may result if the Investor's transfer of a Restricted Certificate (or any portion thereof) is not exempt from the registration requirements of the Securities Act and any applicable state securities laws or is not made in accordance with such federal and state laws. Such indemnification of the Trustee and the Company shall survive the termination of the Agreement. [9. The Restricted Certificates shall be registered in the name of _____________________________ as nominee for the Investor.] IN WITNESS WHEREOF, the Investor has caused this instrument to be executed on its behalf, pursuant to authority of its Board of Directors, by its [title of officer] _____________ this _____ day of __________, 19__. --------------------------------- [name of Investor] By:______________________________ Name: Title: The undersigned hereby acknowledges that it is holding and will hold the Restricted Certificates at the exclusive direction of and as nominee of the Investor named above. ------------------------------ [name of nominee] By:__________________________ Name: Title:
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EXHIBIT J FORM OF DISTRIBUTION DATE STATEMENT -----------------, ------ (month) (year) GE CAPITAL MORTGAGE SERVICES, INC. REMIC Mortgage Pass-Through Certificates, Series 1999-12 Pursuant to the Pooling and Servicing Agreement dated as of May 1, 1999 (the "Agreement") between GE Capital Mortgage Services, Inc. (the "Company"), and State Street Bank and Trust Company (the "Trustee"), governing the Certificates referred to above, the Company hereby certifies to the Trustee: With respect to the Agreement and as of the Determination Date for this month: The amounts below are for a Single Certificate of $1,000: [Enlarge/Download Table] (1) Amount of distribution allocable to principal: Class A1 $__________ Class A2 $__________ Class A3 $__________ Class PO $__________ Class M $__________ Class B1 $__________ Class B2 $__________ Class B3 $__________ Class B4 $__________ Class B5 $__________ Class R $__________ (2) Aggregate principal prepayments included in distribution: Class A1 $__________ Class A2 $__________ Class A3 $__________ Class PO $__________ Class M $__________ Class B1 $__________ Class B2 $__________ Class B3 $__________ Class B4 $__________ Class B5 $__________ Class R $__________ (3) Amount of distribution allocable to interest; Pay-out Rate: Class A1 $__________ ____% Class A2 $__________ ____% Class A3 $__________ ____% Class M $__________ ____% Class B1 $__________ ____% Class B2 $__________ ____% Class B3 $__________ ____% Class B4 $__________ ____% Class B5 $__________ ____% Class R $__________ ____% Class S $__________ ____% (4) Accrual Amount: N/A (5) Amount of distribution allocable to Unanticipated Recoveries: Class A1 $__________ ____% Class A2 $__________ ____% Class A3 $__________ ____% Class PO $__________ ____% Class M $__________ ____% Class B1 $__________ ____% Class B2 $__________ ____% Class B3 $__________ ____% Class B4 $__________ ____% Class B5 $__________ ____% Class R $__________ ____% (6) Servicing Compensation: $__________ The amounts below are for the aggregate of all Certificates: (7) Pool Scheduled Principal Balance; number of Mortgage Loans: $__________ __________ (8) Class Certificate Principal Balance (or Notional Principal Balance) of each Class; Certificate Principal Balance (or Notional Principal Balance) of Single Certificate of each Class: Single ----------------------------------------------------- Class Certificate Balance Balance ------------------------------------- Class A1 $__________ $__________ Class A2 $__________ $__________ Class A3 $__________ $__________ Class PO $__________ $__________ Class M $__________ $__________ Class B1 $__________ $__________ Class B2 $__________ $__________ Class B3 $__________ $__________ Class B4 $__________ $__________ Class B5 $__________ $__________ Class R $__________ $__________ Class S $__________ $__________ (9) Book value of real estate acquired on behalf of Certificateholders; number of related Mortgage Loans: $__________ __________ (10) Aggregate Scheduled Principal Balance and number of delinquent Mortgage Loans: 30-59 days delinquent $__________ __________ 60-89 days delinquent $__________ __________ 90 or more days delinquent $__________ __________ In foreclosure $__________ __________ (11) Aggregate Scheduled Principal Balance and number of replaced Mortgage Loans: $__________ __________ (12) Certificate Interest Rate of: Class S Certificate: __________% (13) Senior Percentage for such Distribution Date: __________% (14) Senior Prepayment Percentage for such Distribution Date: __________% (15) Class A1 Percentage for such Distribution Date: __________% (16) Class A1 Prepayment Distribution Percentage for such Distribution Date: __________% (17) Junior Percentage for such Distribution Date: __________% (18) Junior Prepayment Percentage for such Distribution Date: __________% Capitalized terms used in this Statement shall have the same meanings as in the Agreement.
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EXHIBIT K FORM OF SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is made and entered into as of ____________________, 199_, between GE Capital Mortgage Services, Inc. (the "Company") and _____________________________ (the "Purchaser"). PRELIMINARY STATEMENT ___________________________ or an affiliate thereof is the holder of the entire interest in REMIC Mortgage Pass-Through Certificates, Series 199_-__, Class B_ (the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1, 199_ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series 199_-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.
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ARTICLE I DEFINITIONS Section 1.01. Defined Terms. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: Business Day: Any day other than (i) a Saturday or a Sunday of (ii) a day on which banking institutions in New York City or Boston, Massachusetts are required or authorized by law or executive order to be closed. Collateral Fund: The fund established and maintained pursuant to Section 3.01 hereof. Collateral Fund Permitted Investments: Either (i) obligations of, or obligations fully guaranteed as to principal and interest by, the United States, or any agency or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States, (ii) repurchase agreements on obligations specified in clause (i) provided that the unsecured obligations of the party agreeing to repurchase such obligations are at the time rated by each Rating Agency in the highest long-term rating category, (iii) federal funds, certificates of deposit, time deposits and banker's acceptances of any U.S. depository institution or trust company incorporated under the laws of the United States or any state provided that the debt obligations of such depository institution or trust company at the date of acquisition thereof have been rated by each Rating Agency in the highest long-term rating category, (iv) commercial paper of any corporation incorporated under the laws of the United States or any state thereof which on the date of acquisition has the highest short term rating of each Rating Agency, and (v) other obligations or securities that are acceptable to each Rating Agency as a Collateral Fund Permitted Investment hereunder and will not, as evidenced in writing, result in a reduction or withdrawal in the then current rating of the Certificates and, for each of the preceding clauses, the maturity thereof shall be not later than the earlier to occur of (A) 30 days from the date of the related investment and (B) the Business Day preceding the next succeeding Distribution Date. Commencement of Foreclosure: The first official action required under local law in order to commence foreclosure proceedings or to schedule a trustee's sale under a deed of trust, including (i) in the case of a mortgage, any filing or service of process necessary to commence an action to foreclose, or (ii) in the case of a deed of trust, the posting, publishing, filing or delivery of a notice of sale, but not including in either case (x) any notice of default, notice of intent to foreclose or sell or any other action prerequisite to the actions specified in (i) or (ii) above and, upon the consent of the Purchaser which will be deemed given unless expressly withheld within two Business Days of notification, (y) the acceptance of a deed-in-lieu of foreclosure (whether in connection with a sale of the related property or otherwise) or (z) initiation and completion of a short pay-off. Current Appraisal: With respect to any Mortgage Loan as to which the Purchaser has made an Election to Delay Foreclosure, an appraisal of the related Mortgaged Property obtained by the Purchaser as nearly contemporaneously as practicable to the time of the Purchaser's election, prepared based on the Company's customary requirements for such appraisals. Election to Delay Foreclosure: Any election by the Purchaser to delay the Commencement of Foreclosure, made in accordance with Section 2.02(b). Election to Foreclose: Any election by the Purchaser to proceed with the Commencement of Foreclosure, made in accordance with Section 2.03(a). Required Collateral Fund Balance: As of any date of determination, an amount equal to the aggregate of all amounts previously required to be deposited in the Collateral Fund pursuant to Section 2.02(d) (after adjustments for all withdrawals and deposits prior to such date pursuant to Section 2.02(e)) and Section 2.03(b) (after adjustment for all withdrawals and deposits prior to such date pursuant to Section 2.03(c)) and Section 3.02, reduced by all withdrawals therefrom prior to such date pursuant to Section 2.02(g) and Section 2.03(d). Section 1.02. Definitions Incorporated by Reference. All capitalized terms not otherwise defined in this Agreement shall have the meanings assigned in the Pooling and Servicing Agreement. ARTICLE II SPECIAL SERVICING PROCEDURES Section 2.01. Reports and Notices. (a) In connection with the performance of its duties under the Pooling and Servicing Agreement relating to the realization upon defaulted Mortgage Loans, the Company as Servicer shall provide to the Purchaser the following notices and reports: (i) Within five Business Days after each Distribution Date (or included in or with the monthly statements to Certificateholders pursuant to the Pooling and Servicing Agreement), the Company, as Servicer, shall provide to the Purchaser a report, using the same methodology and calculations in its standard servicing reports, indicating for the Trust Fund the number of Mortgage Loans that are (A) thirty days, (B) sixty days, (C) ninety days or more delinquent or (D) in foreclosure, and indicating for each such Mortgage Loan the loan number and outstanding principal balance. (ii) Prior to the Commencement of Foreclosure in connection with any Mortgage Loan, the Company shall provide the Purchaser with a notice (sent by facsimile transmission) of such proposed and imminent foreclosure, stating the loan number and the aggregate amount owing under the Mortgage Loan. Such notice may be provided to the Purchaser in the form of a copy of a referral letter from the Company to an attorney requesting the institution of foreclosure or a copy of a request to foreclose received by the Company from the related primary servicer which has been approved by the Company. (b) If requested by the Purchaser, the Company shall make its servicing personnel available (during their normal business hours) to respond to reasonable inquiries, in writing by facsimile transmission, by the Purchaser in connection with any Mortgage Loan identified in a report under subsection (a)(i) or (a)(ii) which has been given to the Purchaser, provided, that (1) the Company shall only be required to provide information that is readily accessible to its servicing personnel and is non-confidential and (2) the Company shall respond within five Business Days orally or in writing by facsimile transmission. (c) In addition to the foregoing, the Company shall provide to the Purchaser such information as the Purchaser may reasonably request concerning each Mortgage Loan that is at least sixty days delinquent and each Mortgage Loan which has become real estate owned, through the final liquidation thereof, provided, that the Company shall only be required to provide information that is readily accessible to its servicing personnel and is non-confidential. Section 2.02. Purchaser's Election to Delay Foreclosure Proceedings. (a) The Purchaser shall be deemed to direct the Company that in the event that the Company does not receive written notice of the Purchaser's election pursuant to subsection (b) below within 24 hours (exclusive of any intervening non-Business Days) of transmission of the notice provided by the Company under Section 2.01(a)(ii) subject to extension as set forth in Section 2.02(b), the Company may proceed with the Commencement of Foreclosure in respect of such Mortgage Loan in accordance with its normal foreclosure policies without further notice to the Purchaser. Any foreclosure that has been initiated may be discontinued (i) without notice to the Purchaser if the Mortgage Loan has been brought current or if a refinancing or prepayment occurs with respect to the Mortgage Loan (including by means of a short payoff approved by the Company) or (ii) with notice to the Purchaser if the Company has reached the terms of a forbearance agreement with the borrower. In such latter case the Company may complete such forbearance agreement unless instructed otherwise by the Purchaser within two Business Days of notification. (b) In connection with any Mortgage Loan with respect to which a notice under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser may elect to instruct the Company to delay the Commencement of Foreclosure until such time as the Purchaser determines that the Company may proceed with the Commencement of Foreclosure. Such election must be evidenced by written notice received within 24 hours (exclusive of any intervening non-Business Days) of transmission of the notice provided by the Company under Section 2.01(a)(ii). The Purchaser shall send a copy of such notice of election to each Rating Agency as soon as practicable thereafter. Such 24-hour period shall be extended for no longer than an additional four Business Days after the receipt of the information if the Purchaser requests additional information related to such foreclosure within such 24-hour period; provided, however, that the Purchaser will have at least one Business Day to make such election following its receipt of any requested additional information. Any such additional information shall (i) not be confidential in nature and (ii) be obtainable by the Company from existing reports, certificates or statements or otherwise be readily accessible to its servicing personnel. The Purchaser agrees that it has no right to deal with the mortgagor. However, if the Company's normal foreclosure policies include acceptance of a deed-in-lieu of foreclosure or short payoff, the Purchaser will be notified and given two Business Days to respond. (c) With respect to any Mortgage Loan as to which the Purchaser has made an Election to Delay Foreclosure, the Purchaser shall obtain a Current Appraisal as soon as practicable, and shall provide the Company with a copy of such Current Appraisal. (d) Within two Business Days of making any Election to Delay Foreclosure, the Purchaser shall remit by wire transfer to the Trustee, for deposit in the Collateral Fund, an amount, as calculated by the Company, equal to the sum of (i) 125% of the greater of the Scheduled Principal Balance of the Mortgage Loan and the value shown in the Current Appraisal referred to in subsection (c) above (or, if such Current Appraisal has not yet been obtained, the Company's estimate thereof, in which case the required deposit under this subsection shall be adjusted upon obtaining such Current Appraisal), and (ii) three months' interest on the Mortgage Loan at the applicable Mortgage Rate. If any Election to Delay Foreclosure extends for a period in excess of three months (such excess period being referred to herein as the "Excess Period"), the Purchaser shall remit by wire transfer in advance to the Trustee for deposit in the Collateral Fund the amount of each additional month's interest, as calculated by the Company, equal to interest on the Mortgage Loan at the applicable Mortgage Rate for the Excess Period. The terms of this Agreement will no longer apply to the servicing of any Mortgage Loan upon the failure of the Purchaser to deposit the above amounts relating to the Mortgage Loan within two Business Days of (i) the Election to Delay Foreclosure or (ii) the beginning of the related Excess Period, as the case may be. (e) With respect to any Mortgage Loan as to which the Purchaser has made an Election to Delay Foreclosure, the Company or the Trustee may withdraw from the Collateral Fund from time to time amounts necessary to reimburse the Company for all related Monthly Advances and Liquidation Expenses thereafter made by the Company as Servicer in accordance with the Pooling and Servicing Agreement. To the extent that the amount of any such Liquidation Expense is determined by the Company based on estimated costs, and the actual costs are subsequently determined to be higher, the Company or the Trustee may withdraw the additional amount from the Collateral Fund to reimburse the Company. In the event that the Mortgage Loan is brought current by the mortgagor, the amounts so withdrawn from the Collateral Fund shall be redeposited therein as and to the extent that reimbursement therefor from amounts paid by the mortgagor is not prohibited pursuant to the Pooling and Servicing Agreement as of the date hereof. Except as provided in the preceding sentence, amounts withdrawn from the Collateral Fund to cover Monthly Advances and Liquidation Expenses shall not be redeposited therein or otherwise reimbursed to the Purchaser. If and when any such Mortgage Loan is brought current by the mortgagor, all amounts remaining in the Collateral Fund in respect of such Mortgage Loan (after adjustment for all previous withdrawals and deposits pursuant to this subsection and after reimbursement to the Servicer for all related Monthly Advances) shall be released to the Purchaser. (f) With respect to any Mortgage Loan as to which the Purchaser has made an Election to Delay Foreclosure, the Company shall continue to service the Mortgage Loan in accordance with its customary procedures (other than the delay in Commencement of Foreclosure as provided herein). If and when, following such election, the Purchaser shall notify the Company that it believes that it is appropriate to do so, the Company shall proceed with the Commencement of Foreclosure; provided that, in any event, if the Mortgage Loan is not brought current by the mortgagor by the time the loan becomes 6 months delinquent, the Purchaser's election shall no longer be effective, unless the Purchaser shall have purchased the related Mortgage Loan promptly following (and in any event not later than the third Business Day after) the end of such 6-month period in the manner provided in the following two sentences, and the Company shall be entitled to proceed with the Commencement of Foreclosure. Any purchase of such Mortgage Loan by the Purchaser pursuant to the preceding sentence shall be at a purchase price equal to the unpaid principal balance of the Mortgage Loan plus accrued interest at the Mortgage Rate from the date last paid by the mortgagor. Such purchase price shall be deposited by the Purchaser into the Collateral Fund in immediately available funds on the Business Day which is the date of purchase and the Purchaser shall instruct the Trustee (with notice to the Company) to withdraw such amount therefrom on such Business Day and remit the same to the Trust Fund for application as Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. Following such withdrawal, all amounts remaining in the Collateral Fund in respect of such Mortgage Loan (after adjustment for all previous withdrawals and deposits pursuant to this Agreement and after reimbursement to the Servicer for all related Monthly Advances) shall be released to the Purchaser. (g) Upon the occurrence of a liquidation with respect to any Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure and as to which the Company proceeded with the Commencement of Foreclosure in accordance with subsection (f) above, the Company shall calculate the amount, if any, by which the value shown on the Current Appraisal obtained under subsection (c) exceeds the actual sales price obtained for the related Mortgaged Property (net of Liquidation Expenses and unreimbursed Monthly Advances related to the extended foreclosure period), and the Company or the Trustee shall withdraw the amount of such excess from the Collateral Fund and shall remit the same to the Trust Fund for application as additional Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After making such withdrawal, all amounts remaining in the Collateral Fund in respect of such Mortgage Loan (after adjustment for all withdrawals and deposits pursuant to subsection (e) and after reimbursement to the Servicer for all related Monthly Advances) shall be released to the Purchaser. Section 2.03. Purchaser's Election to Commence Foreclosure Proceedings. (a) In connection with any Mortgage Loan identified in a report under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to proceed with the Commencement of Foreclosure as soon as practicable. Such election must be evidenced by written notice received by the Company by 5:00 p.m., New York City time, on the third Business Day following the delivery of such report under Section 2.01(a)(i). (b) Within two Business Days of making any Election to Foreclose, the Purchaser shall remit to the Trustee, for deposit in the Collateral Fund, an amount, as calculated by the Company, equal to 125% of the current Scheduled Principal Balance of the Mortgage Loan and three months' interest on the Mortgage Loan at the applicable Mortgage Rate. If and when any such Mortgage Loan is brought current by the mortgagor, all amounts in the Collateral Fund in respect of such Mortgage Loan (after adjustment for all withdrawals and deposits pursuant to subsection (c) below) shall be released to the Purchaser. The terms of this Agreement will no longer apply to the servicing of any Mortgage Loan upon the failure of the Purchaser to deposit the above amounts relating to the Mortgage Loan within two Business Days of the Election to Foreclose. (c) With respect to any Mortgage Loan as to which the Purchaser has made an Election to Foreclose, the Company shall continue to service the Mortgage Loan in accordance with its customary procedures. In connection therewith, the Company shall have the same rights to make withdrawals for Monthly Advances and Liquidation Expenses from the Collateral Fund as are provided under Section 2.02(e), and the Company shall make reimbursements thereto to the limited extent provided under such subsection. The Company shall not be required to proceed with the Commencement of Foreclosure if (i) the same is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by applicable law, or to the extent that all legal conditions precedent thereto have not yet been complied with, or (ii) the Company believes there is a breach of representations or warranties by the Company, which may result in a repurchase or substitution of such Mortgage Loan, or (iii) the Company has or expects to have the right under the Pooling and Servicing Agreement to purchase the defaulted Mortgage Loan and intends to exercise such right or (iv) the Company reasonably believes the Mortgaged Property may be contaminated with or affected by hazardous wastes or hazardous substances (and the Company supplies the Purchaser with information supporting such belief) or (v) the same is prohibited by or is otherwise inconsistent with the provisions of the Pooling and Servicing Agreement. Any foreclosure that has been initiated may be discontinued (i) without notice to the Purchaser if the Mortgage Loan has been brought current or if a refinancing or prepayment occurs with respect to the Mortgage Loan (including by means of a short payoff approved by the Purchaser) or (ii) with notice to the Purchaser if the Company has reached the terms of a forbearance agreement unless instructed otherwise by the Purchaser within two Business Days of notification. (d) Upon the occurrence of a liquidation with respect to any Mortgage Loan as to which the Purchaser made an Election to Foreclose and as to which the Company proceeded with the Commencement of Foreclosure in accordance with subsection (c) above, the Company shall calculate the amount, if any, by which the Scheduled Principal Balance of the Mortgage Loan at the time of liquidation (plus all unreimbursed Monthly Advances and Liquidation Expenses in connection therewith other than those previously paid from the Collateral Fund) exceeds the actual sales price obtained for the related Mortgaged Property, and the Company or the Trustee shall withdraw the amount of such excess from the Collateral Fund and shall remit the same to the Trust Fund for application as additional Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After making such withdrawal, all amounts remaining in the Collateral Fund (after adjustment for all withdrawals and deposits pursuant to subsection (c) above and after reimbursement to the Servicer for all related Monthly Advances) in respect of such Mortgage Loan shall be released to the Purchaser. Section 2.04. Termination. (a) With respect to all Mortgage Loans included in the Trust Fund, the Purchaser's right to make any Election to Delay Foreclosure or any Election to Foreclose and the Company's obligations under Section 2.01 shall terminate on the earliest to occur of the following: (i) at such time as the Class Certificate Principal Balance of the Class B_ Certificates has been reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher percentage that represents the Company's actual loss experience with respect to the Mortgage Loans in the related pool) of the aggregate principal balance of all Mortgage Loans that are in foreclosure or are more than 90 days delinquent on a contractual basis and the aggregate book value of REO properties or (y) the aggregate amount that the Company estimates through its normal servicing practices will be required to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to which the Purchaser has made an Election to Delay Foreclosure or an Election to Foreclose exceeds (z) the then-current Class Certificate Principal Balance of the Class B_ Certificates, or (iii) upon any transfer by the Purchaser of any interest (other than the minority interest therein, but only if the transferee provides written acknowledgment to the Company of the Purchaser's right hereunder and that such transferee will have no rights hereunder) in the Class B_ Certificates [or in the Class B5 Certificates] (whether or not such transfer is registered under the Pooling and Servicing Agreement), including any such transfer in connection with a termination of the Trust Fund. Unless earlier terminated as set forth herein, this Agreement and the respective rights, obligations and responsibilities of the Purchaser and the Company hereunder shall terminate immediately upon (x) the later to occur of (i) the final liquidation of the last Mortgage Loan as to which the Purchaser made any Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of all remaining amounts in the Collateral Fund as provided herein and (ii) ten (10) Business Days' notice or (y) the occurrence of any event that results in the Purchaser becoming an "affiliate" of the Trustee within the meaning of the Prohibited Transaction Exemption (as defined in the Pooling and Servicing Agreement). (b) The Purchaser's rights pursuant to Section 2.02 or 2.03 of this Agreement shall terminate with respect to a Mortgage Loan as to which the Purchaser has exercised its rights under Section 2.02 or 2.03 hereof, upon Purchaser's failure to deposit any amounts required pursuant to Section 2.02(d) or 2.03(b) after one Business Day's notice of such failure. Section 2.05. Notification. The Purchaser shall promptly notify the Trustee and the Company if such Purchaser becomes aware of any discussions, plans or events that might lead to such Person's becoming an "affiliate" (within the meaning of the Prohibited Transaction Exemption) of the Trustee, provided that the contents of any such notification shall be kept confidential by the parties to this Agreement. ARTICLE III COLLATERAL FUND; SECURITY INTEREST Section 3.01. Collateral Fund. Upon payment by the Purchaser of the initial amount required to be deposited in the Collateral Fund pursuant to Article II, the Company shall request the Trustee to establish and maintain with the Trustee a segregated account entitled "REMIC Mortgage Pass-Through Certificates 199_-__ Collateral Fund, for the benefit of GE Capital Mortgage Services, Inc. and State Street Bank and Trust Company on behalf of Certificateholders, as secured parties" (the "Collateral Fund"). Amounts held in the Collateral Fund shall continue to be the property of the Purchaser, subject to the first priority security interest granted hereunder for the benefit of such secured parties, until withdrawn from the Collateral Fund pursuant to the Section 2.02 or 2.03 hereof. Upon the termination of this Agreement and the liquidation of all Mortgage Loans as to which the Purchaser has made any Election to Delay Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the Company shall distribute to the Purchaser all amounts remaining in the Collateral Fund together with any investment earnings thereon (after giving effect to all withdrawals therefrom permitted under this Agreement). The Purchaser shall not take or direct the Company or the Trustee to take any action contrary to any provision of the Pooling and Servicing Agreement. In no event shall the Purchaser (i) take or cause the Trustee or the Company to take any action that could cause any REMIC established under the Pooling and Servicing Agreement to fail to qualify as a REMIC or cause the imposition on any such REMIC of any "prohibited transaction" or "prohibited contribution" taxes or (ii) cause the Trustee or the Company to fail to take any action necessary to maintain the status of any such REMIC as a REMIC. Section 3.02. Collateral Fund Permitted Investments. The Company shall, at the written direction of the Purchaser, direct the Trustee to invest the funds in the Collateral Fund in the name of the Trustee in Collateral Fund Permitted Investments. Such direction shall not be changed more frequently then quarterly. In the absence of any direction, the Company shall direct the Trustee select such investments in accordance with the definition of Collateral Fund Permitted Investments in its discretion. All income and gain realized from any investment as well as any interest earned on deposits in the Collateral Fund (net of any losses on such investments) and any payments of principal made in respect of any Collateral Fund Permitted Investment shall be deposited in the Collateral Fund upon receipt. All costs and realized losses associated with the purchase and sale of Collateral Fund Permitted Investments shall be borne by the Purchaser and the amount of net realized losses shall be promptly deposited by the Purchaser in the Collateral Fund. The Company shall periodically (but not more frequently than monthly) direct the Trustee to distribute to the Purchaser upon request an amount of cash, to the extent cash is available therefor in the Collateral Fund, equal to the amount by which the balance of the Collateral Fund, after giving effect to all other distributions to be made from the Collateral Fund on such date, exceeds the Required Collateral Fund Balance. Any amounts so distributed shall be released from the lien and security interest of this Agreement. Section 3.03. Grant of Security Interest. In order to secure the obligations of the Purchaser hereunder to the Company and the Trustee for the benefit of Certificateholders (other than its obligations under Section 4.10), the Purchaser hereby grants to the Company and to the Trustee for the benefit of the Certificateholders a security interest in and lien on all of the Purchaser's right, title and interest, whether now owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts deposited in the Collateral Fund and Collateral Fund Permitted Investments in which such amounts are invested (and the distributions and proceeds of such investments) and (3) all cash and non-cash proceeds of any of the foregoing, including proceeds of the voluntary or involuntary conversion thereof (all of the foregoing collectively, the "Collateral"). The Purchaser acknowledges the lien on and security interest in the Collateral for the benefit of the Company and the Trustee on behalf of the Certificateholders. The Purchaser shall take all actions requested by the Company or the Trustee as may be reasonably necessary to perfect the security interest created under this Agreement in the Collateral and cause it to be prior to all other security interests and liens, including the execution and delivery to the Company or at its direction the Trustee for filing of appropriate financing statements in accordance with applicable law. Section 3.04. Collateral Shortfalls. In the event that amounts on deposit in the Collateral Fund at any time are insufficient to cover any withdrawals therefrom that the Company or the Trustee is then entitled to make hereunder, the Purchaser shall be obligated to pay such amounts to the Company or the Trustee immediately upon demand. Such obligation shall constitute a general corporate obligation of the Purchaser. The failure to pay such amounts within two Business Days of such demand (except for amounts to cover interest on a Mortgage Loan pursuant to Sections 2.02(d) and 2.03(b)), shall cause an immediate termination of the Purchaser's right to make any Election to Delay Foreclosure or Election to Foreclose and the Company's obligations under this Agreement with respect to all Mortgage Loans to which such insufficiencies relate, without the necessity of any further notice or demand on the part of the Company. ARTICLE IV MISCELLANEOUS PROVISIONS Section 4.01. Amendment. This Agreement may be amended from time to time by the Company and the Purchaser by written agreement signed by the Company and the Purchaser provided that no such amendment shall have a material adverse effect on the holders of other Classes of Certificates. Section 4.02. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. Section 4.03. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Section 4.04. Notices. All demands, notices and direction hereunder shall be in writing or by telecopy and shall be deemed effective upon receipt to: (a) in the case of the Company, with respect to notices pursuant to Sections 2.02 and 2.03 hereto, GE Capital Mortgage Services, Inc. 4680 Hallmark Parkway San Bernadino, California 92407 Attention: Ken Scheller Telephone: (909) 880-4608 Facsimile: (909) 473-2273 with respect to all other notices pursuant to this Agreement, GE Capital Mortgage Services, Inc. Three Executive Campus Cherry Hill, New Jersey 08002 Attention: General Counsel Telephone: (609) 661-6515 Facsimile: (609) 661-6875 or such other address as may hereafter be furnished in writing by the Company, or (b) in the case of the Purchaser, with respect to notices pursuant to Section 2.01, ================================ -------------------------------- Attention:______________________ Telephone:______________________ Facsimile:______________________ with respect to all other notices pursuant to this Agreement, ================================ -------------------------------- Attention:______________________ Telephone:______________________ Facsimile:______________________ or such other address as may hereafter be furnished in writing by the Purchaser, or (c) in the case of the Trustee, State Street Bank and Trust Company Corporate Trust Department 8th Floor 225 Franklin Street Boston, Massachusetts 02110 Attention: Karen Beard Telephone: (617) 664-5465 Facsimile: (617) 664-5167 Section 4.05. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever, including regulatory, held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement. Section 4.06. Successor and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and the respective successors and assigns of the parties hereto; provided, however, that the rights under this Agreement cannot be assigned by the Purchaser without the consent of the Company. Section 4.07. Article and Section Headings. The article and section headings herein are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Section 4.08. Third Party Beneficiaries. The Trustee on behalf of Certificateholders is the intended third party beneficiary of this Agreement. Section 4.09. Confidentiality. The Purchaser agrees that all information supplied by or on behalf of the Company pursuant to Section 2.01 or 2.02, including individual account information, is the property of the Company and the Purchaser agrees to use such information solely for the purposes set forth in this Agreement and to hold such information confidential and not to disclose such information. Section 4.10. Indemnification. The Purchaser agrees to indemnify and hold harmless the Company against any and all losses, claims, damages or liabilities to which it may be subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon actions taken by the Company in accordance with the provisions of this Agreement and which actions conflict or are alleged to conflict with the Company's obligations under the Pooling and Servicing Agreement. The Purchaser hereby agrees to reimburse the Company on demand for the reasonable legal or other expenses incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action. [Section 4.11. Delayed Effectiveness. The Purchaser agrees that, notwithstanding any other provision of this Agreement, the Purchaser shall have no rights hereunder, and the Company shall have no obligations hereunder, until the Class Certificate Principal Balance of the Class B5 Certificates has been reduced to zero and any Special Servicing and Collateral Fund Agreement between the Company and the Purchaser relating to such Class B5 Certificates has been terminated.]
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IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be signed hereto by their respective officers thereunto duly authorized, all as of the day and year first above written. GE CAPITAL MORTGAGE SERVICES, INC. By:________________________________ Name: Title: [PURCHASER] By:_______________________________ Name: Title: Acknowledged and agreed to: STATE STREET BANK AND TRUST COMPANY By:___________________________________ Name: Title:
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EXHIBIT L FORM OF LOST NOTE AFFIDAVIT AND AGREEMENT I, _________________________________________, being duly sworn, do hereby state under oath that: 1. I am a duly elected ______________________ of GE Capital Mortgage Services, Inc. (the "Company") and am duly authorized to make this affidavit. 2. This affidavit is being delivered in connection with the transfer of the Mortgage Loan described in Paragraph 3 hereof by the Company pursuant to the Pooling and Servicing Agreement dated as of [date] between the Company, Seller and Servicer, and State Street Bank and Trust Company, Trustee, relating to the Company's REMIC Mortgage Pass-Through Certificates, Series [____] ("Agreement"). Such Mortgage Loan constitutes a Designated Loan. 3. The Company is the payee under the following described Mortgage Note ("Mortgage Note") which evidences the obligation of the borrower(s) to repay the Mortgage Loan: Loan Number: __________________________________ Mortgage Note Date:_____________________________ Borrower(s): ___________________________________ Original Payee (if not the Company): ___________ Original Amount:________________________________ Mortgage Rate: _________________________________ Address of Mortgaged Property: _________________ ------------------------------------------------ 4. The Company is the lawful owner of the Mortgage Note and has not cancelled, altered, assigned or hypothecated the Mortgage Note. 5. A thorough and diligent search for the executed original Mortgage Note was undertaken and was unsuccessful. 6. Attached hereto is a true and correct copy of the Mortgage Note. 7. The Mortgage Note has not been endorsed by the Company in any manner inconsistent with its transfer of the Mortgage Loan under the Agreement. 8. Without limiting the generality of the rights and remedies of the Trustee contained in the Agreement, the Company hereby confirms and agrees that in the event the inability to produce the executed original Mortgage Note results in a breach of the representations and warranties appearing in Agreement subsections 2.03(a)(ii) (the validity and enforceability of the lien created by the Mortgage Loan) or (x) (no valid offset, defense or counterclaim to any Mortgage Note or Mortgage), the Company shall repurchase the Mortgage Loan at the Purchase Price and otherwise in accordance with Section 2.03(b) of the Agreement. In addition, the Company covenants and agrees to indemnify the Trustee and the Trust Fund from and hold them harmless against any and all losses, liabilities, damages, claims or expenses (other than those resulting from negligence or bad faith of the Trustee) arising from the Company's failure to have delivered the Mortgage Note to the Trustee, including without limitation any such losses, liabilities, damages, claims or expenses arising from any action to enforce the indebtedness evidenced by the Mortgage Note or any claim by any third party who is the holder of such indebtedness by virtue of possession of the Mortgage Note. 9. In the event that the Company locates the executed original Mortgage Note, it shall promptly provide the Mortgage Note to the Trustee. 10. Capitalized terms not otherwise defined herein shall have the meanings given them in the Agreement. Date: _______________________ ------------------------------ (signature) ------------------------------ (print name) ------------------------------ (print title)
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State of New Jersey ) )ss: ) On this ____________________day of ___________________, 199__, before me appeared ____________________________, to me personally known, who acknowledged the execution of the foregoing and who, having been duly sworn states that he/she is a/the ______________________________of GE Capital Mortgage Services, Inc., that any representations therein contained are true, that this Lost Note Affidavit was signed and sealed on behalf of GE Capital Mortgage Services, Inc. and that this Lost Note Affidavit is the free act and deed of GE Capital Mortgage Services, Inc. --------------------------------------- (Notary Public) [Notarial Seal]
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EXHIBIT M SCHEDULE OF DESIGNATED LOANS SERIES 1999-12 LOAN NO. ORIGINAL PRINCIPLE BALANCE BORROWER NAME 4870044 $ 30,959.36 RAMINFARD 4970000 $295,000.00 CAMPBELL 5294855 $408,250.00 GILADI 7672926 $360,000.00 WOODS 32015596 $290,400.00 SHEU 70774799 $120,000.00 MEHR
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EXHIBIT N SCHEDULE OF PLEDGED ASSET MORTGAGE LOANS [NONE]
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EXHIBIT O SENIOR PRINCIPAL PRIORITIES third, to the classes of senior certificates entitled to principal distributions, in reduction of the aggregate class certificate principal balances (the "Class Certificate Principal Balances") thereof, to the extent of remaining Available Funds, concurrently as follows: (1) to the Class A1, Class A2, Class A3 and Class R Certificates, the Senior Optimal Principal Amount for such Distribution Date, in the following order of priority: (a) to the Class R Certificates until the Class Certificate Principal Balance thereof has been reduced to zero; and (b) to the Class A1, Class A2 and Class A3 Certificates, the remaining Senior Optimal Principal Amount for such Distribution Date, concurrently, as follows: (I) approximately 30.7865473198% of the amount distributable pursuant to clause (1)(b) to the Class A1 and Class A2 Certificates, in the following order of priority: (A) to the Class A1 Certificates, the Class A1 Principal Distribution Amount (as defined herein) for such Distribution Date, until the Class Certificate Principal Balance thereof has been reduced to zero; and (B) to the Class A2 Certificates (the "Group I Senior Certificates"), the amount distributable pursuant to clause (1)(b)(I) less the Class A1 Principal Distribution Amount for such Distribution Date, until the Class Certificate Principal Balance thereof has been reduced to zero; and (II) approximately 69.2134526802% of the amount distributable pursuant to clause (1)(b) to the Class A3 Certificates, until the Class Certificate Principal Balance thereof has been reduced to zero; and (2) to the Class PO Certificates, the Class PO Principal Distribution Amount for such Distribution Date, until the Class Certificate Principal Balance thereof has been reduced to zero;

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘8-K’ Filing    Date First  Last      Other Filings
5/25/164
3/31/00410-K,  15-15D
6/25/999538-K
6/10/998-K
Filed on:6/9/99
For Period End:5/27/994424B5,  8-K
5/24/9948-K
5/1/99167
4/22/9948-K
6/2/984
8/20/9662
2/28/964
7/12/95461
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