EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1997-12
TERMS AGREEMENT
---------------
(to Underwriting Agreement
dated December 18, 1997,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus December 18, 0000
Xxxxxx Xxxx, XX 00000
NationsBanc Xxxxxxxxxx Securities, 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 1997-12
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
1997-12 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 1997-12
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 December 1, 1997 (the "Cut-off
Date"):
(a) Aggregate Principal Amount of the Mortgage Pool:
$644,999,714 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 $617,500,000 or greater than $682,500,000.
(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 $310,000,000.00 7.00% 99.002758%
Class A2 150,452,227.00 7.00 99.002758
Class A3 16,633,813.00 7.00 99.002758
Class A4 17,157,119.00 7.00 99.002758
Class A5 62,129,252.00 7.00 99.002758
Class A6 61,819,168.00 7.00 99.002758
Class R 100.00 7.00 99.002758
(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, December 30,
1997 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates
shall have received Required Ratings of "AAA" from Fitch IBCA,
Inc., and Standard & Poor's Rating Services, a division of The
XxXxxx-Xxxx Companies, Inc.
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,
NATIONSBANC XXXXXXXXXX
SECURITIES, 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:
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