$1,246,416,000
THE MONEY STORE INC.
The Money Store Trust Asset Backed Certificates,
Series 1998-B
PRICING AGREEMENT
August 17, 1998
First Union Capital Markets, a division
of Wheat First Securities, Inc.
One First Union Center
301 South College Street, DC-8
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Reference is made to the Underwriting Agreement, dated August 7, 1998 (the
"Underwriting Agreement"), relating to $1,246,416,000 aggregate principal amount
of The Money Store Trust Asset Backed Certificates, Series 1998-B, Class AF-1,
Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class AF-7, Class
AF-8, Class AF-9 (collectively, the "Pool I Certificates"), Class AV (the "Pool
II Certificates"), Class AH-1, Class AH-2, Class AH-3, Class AH-4, Class AH-5,
Class AH-6, Class MH-1, Class MH-2, and Class BH (collectively, the "Pool III
Certificates," and together with the Pool I Certificates and the Pool II
Certificates, the "Offered Certificates"). Pursuant to the Underwriting
Agreement, The Money Store Inc. (the "Company") agrees with First Union Capital
Markets, a division of Wheat First Securities, Inc., as representative of the
Underwriters, that the Initial Class Certificate Balance and the Pass-Through
Rates, shall be as follows:
Initial Class Pass-
Certificate Through
CLASS BALANCE RATE(1)
----- -------- ------
Class AF-1 $88,000,000 6.290%
Class AF-2 $65,000,000 6.115%
Class AF-3 $132,000,000 6.040%
Class AF-4 $50,000,000 6.115%
Class AF-5 $35,000,000 6.225%
Class AF-6 $48,000,000 6.315%
Class AF-7 $52,969,000 6.650%
Class AF-8 $29,000,000 6.110%
Class AF-9 $23,329,000 6.335%
Class AV $524,381,000 (2)
Class AH-1 $78,226,000 6.145%
Class AH-2 $14,086,000 6.000%
Class AH-3 $25,358,000 6.070%
Class AH-4 $11,345,000 6.175%
Class AH-5 $9,470,000 6.325%
Class AH-6 $13,002,000 6.550%
Class MH-1 $15,899,000 6.550%
Class MH-2 $14,955,000 7.060%
Class BH $16,396,000 7.895%
Total
$1,246,416,000
The Offered Certificates will be offered by the Underwriters to the public
from time to time, in negotiated transactions or otherwise, at varying prices to
be determined at the time of sale.
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(1) Interest will accrue at the applicable Pass-Through Rate from August 1,
1998 for each Class of Pool I and Pool III Certificates and from August 15,
1998 for the Class AV Certificates.
(2) The Pass-Through Rate for the Class AV Certificates will adjust on
one-month LIBOR, as described in the Prospectus Supplement.
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
each of the Underwriters and the Company in accordance with its terms. Very
truly yours,
THE MONEY STORE INC.
By:
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
THE ORIGINATORS LISTED ON
ANNEX A HERETO
By:
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
CONFIRMED AND ACCEPTED, as of
the date first above written:
FIRST UNION CAPITAL MARKETS, a division
of Wheat First Securities, Inc.
By: ______________________________
Name:
Title:
Acting on behalf of themselves
and as the representative of
the Underwriters of the Offered
Certificates.
ANNEX A
THE ORIGINATORS
The Money Store/Minnesota Inc.
The Money Store/D.C. Inc.
The Money Store/Kentucky Inc.
The Money Store Home Equity Corp.
TMS Mortgage Inc.