EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1997-9
TERMS AGREEMENT
(to Underwriting Agreement
dated September 19, 1997,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus October 27, 0000
Xxxxxx Xxxx, XX 00000
Greenwich Capital Markets, 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 1997-9 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 1997-9 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 Pools: The Series 1997-9
Certificates shall evidence the entire beneficial ownership
interest in two mortgage pools ("Pool 1" and "Pool 2,"
respectively, and each a "Mortgage Pool") of conventional, fixed
rate, fully amortizing one- to four-family residential mortgage
loans (the "Mortgage Loans") having the following characteristics
as of October 1, 1997 (the "Cut-off Date"):
(a) Aggregate Principal Amount of Pool 1: $501,157,486
aggregate principal balance as of the Cut-off Date, subject
to a permitted variance such that the aggregate original
Certificate Principal Balance of the Offered Certificates
in Pool 1 will be not less than $475,000,000 or greater
than $525,000,000.
(b) Aggregate Principal Amount of Pool 2:
$350,732,153 aggregate principal balance as of the Cut-off
Date, subject to a permitted variance such that the
aggregate original Certificate Principal Balance of the
Offered Certificates in Pool 2 will be not less than
$332,500,000 or greater than $367,500,000.
(c) Original Terms to Maturity: The original term to
maturity of substantially all of the Mortgage Loans included
in both Mortgage Pools 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):
Principal Interest Class Purchase
Class Balance Rate Price Percentage
----- ------- ---- ----------------
Class 1-A12 $ 20,045,000.00 7.250% 98.62500%
Class 1-A13 66,065,000.00 7.250 98.62500
Class 1-A14 42,235,000.00 7.250 98.62500
Class 1-A15 26,830,000.00 7.250 98.62500
Class 1-A16 16,580,000.00 7.250 98.62500
Class 1-A17 20,181,000.00 7.250 98.62500
Class 2-A1 35,074,000.00 7.000 98.81250
Class 2-A2 17,537,000.00 7.000 98.81250
Class 2-A3 81,565,000.00 7.000 98.81250
Class 2-A4 21,156,000.00 7.000 98.81250
Class 2-A5 10,028,000.00 7.000 98.81250
Class 2-A6 20,000,000.00 7.000 98.81250
Class 2-A7 109,427,000.00 7.000 98.81250
Class 2-A8 11,240,000.00 7.000 98.81250
Class 2-A9 14,561,000.00 7.000 98.81250
Class 2-A10 15,058,000.00 7.000 98.81250
(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, October 30,
1997 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates
shall have received Required Ratings of at least "AAA" from each
of Fitch Investors Service, L.P. and Standard & Poor's Rating
Services, a division of The XxXxxx-Xxxx Companies, Inc.
2
Section 5. Tax Treatment: One or more elections will
be made to treat the assets of the Trust Fund as a REMIC.
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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,
GREENWICH CAPITAL MARKETS, 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:
