EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1997-HE1
TERMS AGREEMENT
---------------
(to Underwriting Agreement,
dated March 24, 1997
between the Company and the Underwriters)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus March 24, 0000
Xxxxxx Xxxx, XX 00000
Each of Salomon Brothers Inc ("Salomon Brothers") and
Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx," and each an
"Underwriter" and collectively the "Underwriters") agrees,
severally and not jointly, subject to the terms and provisions
herein and of the captioned Underwriting Agreement (the
"Underwriting Agreement"), to purchase the Classes of Series
1997- HE1 Certificates specified beneath its name 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-HE1 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-HE1
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 $74,615,000 6.6700% 99.841000%
Class A2 47,808,000 6.9400 99.760600
Class A3 14,187,000 7.3500 99.703400
Class A4 15,866,000 (1) 99.627400
Class A5 30,000,000 7.2900 99.657100
Class M 5,439,000 7.5000 98.666000
Class B1 3,956,000 7.5000 97.473900
Class B2 2,473,000 7.5000 96.593500
Class R1 500 0.0000 (2)
Class R2 500 0.0000 (2)
_________________________
(1) Interest will accrue on the Class A4 Certificates during
the initial Interest Accrual Period at a Certificate
Interest Rate of 7.7800% per annum and during each
subsequent Interest Accrual Period at a Certificate
Interest Rate equal to the lesser of (i) 7.7800% per annum
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 Salomon Brothers will be reduced by an amount
in respect of the transfer of the Class R1 and Class R2
Certificates to Salomon Brothers, equal to approximately
$75,000.
(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 March 1, 1997, up to, but not
including, March 27, 1997 (the "Closing Date").
Each of the Underwriters agrees, severally and not jointly,
subject to the terms and provisions herein and of the captioned
Underwriting Agreement, to purchase the principal balances of the
Classes of Series 1997-HE1 Certificates specified opposite its
name below.
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Class Salomon Brothers Xxxxxx Xxxxxxx
_____ _______________________________________
Class A1 $37,308,000 $37,307,000
Class A2 23,904,000 23,904,000
Class A3 7,094,000 7,093,000
Class A4 7,933,000 7,933,000
Class A5 15,000,000 15,000,000
Class M 5,439,000 0
Class B1 3,956,000 0
Class B2 2,473,000 0
Class R1 500 0
Class R2 500 0
Section 4. Required Ratings: The Class A1, Class A2,
Class A3, Class A4, Class A5, 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. ("Fitch"), and the Class M, Class B1 and
Class B2 Certificates shall have received Required Ratings of at
least "AA", "A", and "BBB", respectively, by Fitch.
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 Underwriters for inclusion in such Final
Prospectus, and the Underwriters confirm 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
Underwriters and the Company.
Very truly yours,
SALOMON BROTHERS INC
By:________________________________
Name:
Title:
XXXXXX XXXXXXX & CO. INCORPORATED
By:________________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
GE CAPITAL MORTGAGE SERVICES, INC.
By:_______________________________
Name:
Title:
