EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1997-HE3
TERMS AGREEMENT
(to Underwriting Agreement,
dated September 23, 1997
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus September 23, 0000
Xxxxxx Xxxx, XX 00000
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
(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-HE3 Certificates specified in Section 3 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-HE3 Certificates are registered with the Securities and
Exchange Commission by means of an effective Registration
Statement (No. 333-24935). Capitalized terms used and not defined
herein have the meanings given them in the Underwriting
Agreement.
Section 1. The Mortgage Pool: The Series 1997-HE3
Certificates shall evidence the entire beneficial ownership
interest in a mortgage pool (the "Mortgage Pool") of closed end,
fixed rate, first- or second-lien, home equity mortgage loans
(the "Mortgage Loans") having the characteristics described in
the Final Prospectus.
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 a variance
described in the Final Prospectus:
Principal Interest Class Purchase
Class Balance Rate Price Percentage
----- ------- ---- ----------------
Class A1 $77,000,000 6.53% 99.759375%
Class A2 13,000,000 6.46 99.759375
Class A3 54,000,000 6.52 99.759375
Class A4 26,373,000 6.79 99.743750
Class A5 22,750,000 7.15 99.759375
Class A6 24,000,000 6.72 99.743750
Class M 5,916,000 7.20 99.953125
Class B1 5,324,000 7.25 99.953125
Class B2 2,366,000 7.60 99.984375
Class R1 500 0.00 (2)
Class R2 500 0.00 (2)
-------------------
(1) Interest will accrue on the Class M, Class B1 and Class B2
Certificates during the initial Interest Accrual Period at
Certificate Interest Rates of 7.20%, 7.25% and 7.60% per
annum, respectively, and during each subsequent Interest
Accrual Period at Certificate Interest Rates equal to the
lesser of (i) 7.20%, 7.25% and 7.60% per annum,
respectively, and (ii) the Weighted Average Net Mortgage
Rate of the Mortgage Loans as of the first day of the
related Interest Accrual Period.
(2) The aggregate Purchase Price of the Offered Certificates
purchased by the Underwriter will be reduced by an amount
in respect of the transfer of the Class R1 and Class R2
Certificates to the Underwriter, equal to approximately
$35,000.
(b) The Offered Certificates shall have such other
characteristics as described in the Final 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 applicable interest rate per annum of
each such Class from and including September 1, 1997, up to, but
not including, September 26, 1997 (the "Closing Date").
Section 4. Required Ratings: The Class A1, Class A2,
Class A3, Class A4, Class A5, Class A6, Class R1 and Class R2
Certificates shall have received Required Ratings of at least
"Aaa" from Xxxxx'x Investors Service ("Moody's") and "AAA" from
Fitch Investors Service, L.P., and the Class M, Class B1 and
Class B2 Certificates shall have received Required Ratings of at
xxxxx "Xx0", "X0", xxx "Xxx0", respectively, by Moody's and "AA",
"A" and "BBB", respectively, by Fitch.
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Section 5. Tax Treatment: One or more elections will
be made to treat the assets of the Trust Fund as a REMIC (other
than assets excluded from a REMIC as described in the Final
Prospectus).
Section 6: Underwriter-Provided Information: The
Company acknowledges that the information set forth in (i) the
second sentence of the paragraph immediately preceding the table
on the cover page of the Final Prospectus, (ii) the last
paragraph on the cover page of the Final Prospectus, (iii) the
first table under the caption "Plan of Distribution" and the
third sentence immediately thereafter in the Final Prospectus and
(iv) the second table under the caption "Plan of Distribution"
and the first and ninth sentences immediately thereafter in the
Final Prospectus, as such information relates to the Offered
Certificates, constitute the only information furnished in
writing by or on behalf of the Underwriter for inclusion in such
Final Prospectus, and the Underwriter confirms that such
statements are correct.
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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,
XXXXXXXXX, XXXXXX & XXXXXXXX
SECURITIES CORPORATION
By:________________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
GE CAPITAL MORTGAGE SERVICES, INC.
By:_____________________________
Name:
Title:
