EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1997-1
TERMS AGREEMENT
(to Underwriting Agreement
dated May 22, 1996,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus January 14, ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Brothers Inc. (the "Underwriter") agrees,
subject to the terms and provisions herein and of the captioned
Underwriting Agreement (the "Underwriting Agreement"), to
purchase the Classes of Series 1997-1 Certificates specified in
Section 2(a) hereof (the "Offered Certificates"). This Terms
Agreement supplements and modifies the Underwriting Agreement
solely as it relates to the purchase and sale of the Offered
Certificates described below. The Series 1997-1 Certificates are
registered with the Securities and Exchange Commission by means
of an effective Registration Statement (No. 333-3038).
Capitalized terms used and not defined herein have the meanings
given them in the Underwriting Agreement.
Section 1. The Mortgage Pool: The Series 1997-1
Certificates shall evidence the entire beneficial ownership
interest in a mortgage pool (the "Mortgage Pool") of
conventional, fixed rate, fully amortizing one- to four-family
residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of January 1, 1997 (the "Cut-off
Date"):
(a) Aggregate Principal Amount of the Mortgage Pool:
$300,069,164 aggregate principal balance as of the Cut-off
Date, subject to a permitted variance such that the
aggregate original Certificate Principal Balance will be
not less than $292,500,000 or greater than $307,500,000.
(b) Original Terms to Maturity: The original term to
maturity of substantially all of the Mortgage Loans included
in the Mortgage Pool shall be between 20 and 30 years.
Section 2. The Certificates: The Offered Certificates
shall be issued as follows:
(a) Classes: The Offered Certificates shall be issued
with the following Class designations, interest rates and
principal balances, subject in the aggregate to the
variance referred to in Section 1(a):
Class
Purchase
Principal Interest Price
Class Balance Rate Percentage
----- ------- ---- ----------
Class A1 $13,683,000.00 7.3500% 100.031300%
Class A2 21,547,000.00 7.3500% 100.031300%
Class A3 59,904,000.00 7.3500% 100.031300%
Class A4 79,616,000.00 7.3500% 100.031300%
Class A5 14,684,000.00 (1) 100.031300%
Class A6 2,791,000.00 (1) 100.031300%
Class A7 (2) (1) 100.031300%
Class A8 25,145,000.00 7.5000% 100.031300%
Class A9 24,000,000.00 7.2500% 100.031300%
Class A10 (2) 0.0800% 100.031300%
Class A11 (2) 0.1700% 100.031300%
Class A12 3,480,000.00 7.5000% 100.031300%
Class A13 6,098,000.00 (1) 100.031300%
Class A14 31,000,000.00 7.5000% 100.031300%
Class A15 2,500,000.00 7.5000% 100.031300%
Class R 100.00 7.5000% 100.031300%
Class RL 100.00 7.5000% 100.031300%
(1) Interest will accrue on the Class A5, Class A6, Class
A7 and Class A13 Certificates at the respective rates
described in the related Prospectus.
(2) The Class A7 Certificates shall be issued with an
initial notional principal balance of $17,475,000.00
and each of the Class A10 and Class A11 Certificates
shall be issued with an initial notional principal
balance of $24,000,000.00.
(b) The Offered Certificates shall have such other
characteristics as described in the related Prospectus.
Section 3. Purchase Price: The Purchase Price for each
Class of the Offered Certificates shall be the Class Purchase
Price Percentage therefor (as set forth in Section 2(a) above) of
the initial Class Certificate Principal Balance thereof plus
accrued interest at the initial interest rate per annum from and
including the Cut-off Date up to, but not including, January 30,
1997 (the "Closing Date").
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Section 4. Required Ratings: The Offered Certificates,
other than the Class A7, Class A10 and Class A11 Certificates,
shall have received Required Ratings of "AAA" from Fitch
Investors Service, L.P. ("Fitch") and Standard & Poor's Rating
Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P").
The Class A7, Class A10 and Class A11 Certificates shall have
received Required Ratings of at least "AAA" from Fitch and "AAAr"
from S&P.
Section 5. Tax Treatment: One or more elections will
be made to treat the assets of the Trust Fund as a REMIC.
Section 6. Reserve Fund: On the Closing Date, the
Underwriter shall deliver by wire transfer or by certified check
to the Trustee an amount equal to $10,000.00 for deposit in the
Reserve Fund (as such term is defined in the Prospectus
Supplement).
Section 7. Rounding Account: On the Closing Date, the
Underwriter shall deliver to the Trustee by wire transfer or by
certified check an amount equal to $999.99 for deposit in the
Rounding Account (as such term is defined in the Prospectus
Supplement).
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If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersigned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Underwriter and the Company.
Very truly yours,
▇▇▇▇▇▇ BROTHERS INC.
By:_______________________________
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of
the date hereof.
GE CAPITAL MORTGAGE SERVICES, INC.
By:____________________________
Name:
Title: