EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1996-15
TERMS AGREEMENT
(to Underwriting Agreement
dated March 21, 1996,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus October 28, 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
1996-15 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 1996-15 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 1996-15
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 October 1, 1996 (the "Cut-off
Date"):
(a) Aggregate Principal Amount of the Mortgage Pool:
$250,919,954 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 $237,500,000 or greater than $262,500,000.
(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
Class Principal Interest Price
Balance Rate Percentage
Class A1 $ 5,129,581.00 7.50% 98.7734%
Class A2 43,670,000.00 7.55 98.7734
Class A3 22,972,900.00 7.75 98.7734
Class A4 60,042,705.00 7.00 98.7734
Class A5 23,668,815.00 7.75 98.7734
Class A6 26,020,697.00 (1) 98.7734
Class A7 (2) (1) 98.7734
Class A8 1,397,746.00 7.75 98.7734
Class A9 9,852,811.00 7.75 98.7734
Class A10 4,645,190.00 7.75 98.7734
Class A11 2,266,146.00 7.75 98.7734
Class A12 7,000,000.00 7.75 98.7734
Class A13 30,021,352.00 (1) 98.7734
Class A14 (2) (1) 98.7734
Class M 4,391,099.00 7.75 97.9100
Class B1 3,136,499.00 7.75 96.5000
Class B2 3,136,499.00 7.75 93.8400
Class R 100.00 7.75 98.7734
Class RL 100.00 7.75 98.7734
Class PO 431,213.00 0.00 57.2500
(1) Interest will accrue on the Class A6, Class A7, Class
A13 and Class A14 Certificates at the respective rates
described in the Prospectus.
(2) The Class A7 Certificates shall be issued with an
initial notional principal balance of $26,020,697, and
the Class A14 Certificates shall be issued with an
initial notional principal balance of $30,021,352.
(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
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and including the Cut-off Date up to, but not including, October
30, 1996 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates,
other than the Class A7, Class A14, Class PO, Class M, Class B1
and Class B2 Certificates, shall have received Required Ratings
of at least "AAA" from Fitch Investors Service, L.P. ("Fitch")
and Standard & Poor's Rating Services, a division of The
XxXxxx-Xxxx Companies, Inc. ("S&P"). The Class PO, Class A7 and
Class A14 Certificates shall have received Required Ratings of at
least "AAA" from Fitch and "AAAr" from S&P. The Class M, Class B1
and Class B2 Certificates shall have received Required Ratings of
at least "AA", "A" and "BBB", respectively, from Fitch.
Section 5. Tax Treatment: One or more elections will
be made to treat the assets of the Trust Fund as a REMIC.
Section 6. Additional Expenses. The Underwriter will
pay all expenses (e.g., shipping, postage and courier costs)
associated with the delivery of the Prospectus to prospective
investors and investors, other than the costs of delivery to the
Underwriter's facilities, provided, that if courier services
(other than overnight delivery services utilized in the ordinary
course of business) are required to ensure that the Prospectus is
delivered to investors on the day immediately preceding the
Closing Date, the Company will pay such courier expenses.
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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:
