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GE CAPITAL MORTGAGE SERVICES, INC.
Seller and Servicer
and
STATE STREET BANK AND TRUST COMPANY
Trustee
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AMENDMENT NO. 1
Dated as of September 24, 1996
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Amendment No. 1 to
Pooling and Servicing Agreement,
dated as of October 1, 1995,
providing for the issuance of
REMIC Multi-Class Pass-Through
Certificates, Series 1995-10
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AMENDMENT No. 1, dated as of September 24, 1996, to Pooling
and Servicing Agreement, dated as of October 1, 1995 (the
"Agreement"), between GE CAPITAL MORTGAGE SERVICES, INC., a
corporation organized and existing under the laws of the State of
New Jersey (the "Company"), and STATE STREET BANK AND TRUST
COMPANY, a Massachusetts banking corporation, as Trustee (the
"Trustee"), providing for the issuance of the Company's REMIC
Multi-Class Pass-Through Certificates, Series 1995-10.
W I T N E S S E T H T H A T:
- - - - - - - - - - - - - -
WHEREAS, Section 10.01 of the Agreement provides, in
pertinent part, that the Agreement may be amended from time to
time by the Company and the Trustee for certain purposes if the
necessary consent is received from the Holders of the
Certificates and certain Opinions of Counsel are delivered to the
Trustee;
WHEREAS, the Company has advised the Trustee that, as a
result of a drafting error, Section 1.01 of the Agreement
includes a definition that does not reflect the intent of the
Company in executing the Agreement or the intent of the
underwriter for the Certificates and investors in the initial
sale of the Certificates, as such intent has been related to the
Company by the underwriter, and the Company and the Trustee
desire to correct such mistake;
WHEREAS, the consent of Holders and Certificate Owners
required under Section 10.01 of the Agreement has been obtained
for the amendment of the Agreement by this Amendment No.
1;
WHEREAS, the Trustee has received Opinions of Counsel to
the effect that (i) no other consents of Holders and Certificate
Owners are required in connection with the execution and delivery
of this Amendment No. 1 and (ii) this Amendment No. 1 will not
subject the Trust Fund to any federal income tax or cause the
Trust Fund to fail to qualify as a REMIC at any time that any
Certificates are outstanding;
WHEREAS, the Company and the Trustee have duly authorized
the execution and delivery of this Amendment No. 1, and all things
necessary to make this Amendment No. 1 a valid agreement of the
Company and the Trustee have been done;
NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, it is mutually covenanted and
agreed, for the equal and proportionate benefit of the
Certificateholders, as follows:
ARTICLE ONE
Section 1.01. Amendment of Section 1.01 of the Agreement.
The definition of "Group I Senior Prepayment Percentage" in
Section 1.01 of the Agreement is hereby deleted in its entirety
and replaced by the following:
"Group I Senior Prepayment Percentage: For any
Distribution Date occurring prior to the fifth anniversary
of the first Distribution Date, an amount equal to the
product of (x) 100% and (y) the Senior Prepayment
Percentage for such Distribution Date.
For any Distribution Date occurring on or after the
fifth anniversary of the first Distribution Date, an amount
as follows, in each case multiplied by the Senior
Prepayment Percentage for such Distribution Date:
(i) for any Distribution Date subsequent to October
2000 to and including the Distribution Date in
October 2001, (x) the Group I Senior Percentage
for such Distribution Date plus 70% of the Group
II Senior Percentage for such Distribution Date
divided by (y) the Senior Percentage for such
Distribution Date;
(ii) for any Distribution Date subsequent to October
2001 to and including the Distribution Date in
October 2002, (x) the Group I Senior Percentage
for such Distribution Date plus 60% of the Group
II Senior Percentage for such Distribution Date
divided by (y) the Senior Percentage for such
Distribution Date;
(iii) for any Distribution Date subsequent to October
2002 to and including the Distribution Date in
October 2003, (x) the Group I Senior Percentage
for such Distribution Date plus 40% of the Group
II Senior Percentage for such Distribution Date
divided by (y) the Senior Percentage for such
Distribution Date;
(iv) for any Distribution Date subsequent to October
2003 to and including the Distribution Date in
October 2004, (x) the Group I Senior Percentage
for such Distribution Date plus 20% of the Group
II Senior Percentage for such Distribution Date
divided by (y) the Senior Percentage for such
Distribution Date; and
(v) for any Distribution Date thereafter, (x) the
Group I Senior Percentage for such Distribution
Date divided by (y) the Senior Percentage for
such Distribution Date."
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ARTICLE TWO
MISCELLANEOUS PROVISIONS
Section 2.01. Capitalized Terms. For all purposes of this
Amendment No. 1, capitalized terms used and not defined in this
Amendment No. 1 have the meanings specified in the Agreement.
Section 2.02. Continuing Effect. Except as expressly amended
by this Amendment No. 1, the Agreement shall remain in full force
and effect in accordance with its terms.
Section 2.03. References to Agreement. All references to
the Agreement in the Agreement, in any Certificate or in any
other document executed or delivered in connection therewith
shall, from and after the effectiveness of this Amendment No. 1,
be deemed to be references to the Agreement as amended hereby,
unless the context expressly requires otherwise.
Section 2.04. Regarding the Trustee. All of the provisions
of the Agreement with respect to the rights, duties and
immunities of the Trustee shall be applicable in respect hereof
as fully and with like effect as if set forth herein in full.
Section 2.05. Governing Law. THIS AMENDMENT NO. 1 SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
JURISDICTION WHICH GOVERN THE AGREEMENT AND ITS CONSTRUCTION.
Section 2.06. Counterparts. This Amendment No. 1 may be
executed in any number of counterparts, each of which so executed
shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
Section 2.07. Effectiveness. This Amendment No. 1 shall
become effective as of the date first written above.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed, and their respective corporate seals to
be hereunto affixed and attested, all as of the day and year first
above written.
GE CAPITAL MORTGAGE SERVICES, INC.
By:_______________________________
Name:
Title:
[SEAL]
Attest:
___________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY,
as Trustee
By:_______________________________
Name:
Title:
[SEAL]
Attest:
___________________________
Name:
Title:
0
XXXXX XX XXX XXXXXX )
) ss.:
COUNTY OF CAMDEN )
On the ___ day of September, 1996, before me, a notary
public in and for the State of New Jersey, personally appeared
__________________, known to me, who, being by me duly sworn, did
depose and say that he/she resides at ___________________________;
that he/she is a(n) _________________________ of GE Capital Mortgage
Services, Inc.,one of the parties that executed the forgoing
instrument; that he/she knows the seal of said corporation; that
the seal affixed to said instrument is such corporate seal; that
it was so affixed by the authority of the Board of Directors of
said corporation; and that he/she signed his/her name thereto by
like authority.
__________________________________
Notary Public
[NOTARIAL SEAL]
5
COMMONWEALTH OF MASSACHUSETTS )
) ss.:
COUNTY OF SUFFOLK )
On the ___ day of September, 1996, before me, a notary
public in and for the Commonwealth of Massachusetts, personally
appeared ___________________, known to me, who, being by me duly
sworn, did depose and say that he/she resides at ________________
________________________; that he/she is a(n)
________________________ of State Street Bank and Trust Company,
one of the parties that executed the forgoing instrument; that
he/she knows the seal of said Bank; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by the
authority of the Board of Directors of said Bank, and that he/she
signed his/her name thereto by like authority.
__________________________________
Notary Public
[NOTARIAL SEAL]
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