EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1996-17
TERMS AGREEMENT
(to Underwriting Agreement
dated April 24, 1995,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus December 19, 0000
Xxxxxx Xxxx, XX 00000
PaineWebber Incorporated (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 1996-17 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 1996-17 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 Pools: The Series 1996-17
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 December 1, 1996 (the "Cut-off Date"):
(a) Aggregate Principal Amount of Pool 1: $200,250,128
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 $190,000,000 or greater
than $210,000,000.
(b) Aggregate Principal Amount of Pool 2:
$103,991,576 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
$99,750,000 or greater than $110,250,000.
(c) Original Terms to Maturity: The original term to
maturity of substantially all of the Mortgage Loans
included in Pool 1 shall be between 20 and 30 years, and
the original term to maturity of substantially all of the
Mortgage Loans included in Pool 2 shall be between 10 and
15 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-A1 $61,260,000.00 7.000% 99.492200%
Class 1-A2 25,131,000.00 7.750 99.492200
Class 1-A3 41,130,000.00 (1) 99.492200
Class 1-A4 (2) (1) 99.492200
Class 1-A5 7,290,000.00 7.000 99.492200
Class 1-A6 16,400,000.00 7.750 99.492200
Class 1-A7 18,000,000.00 7.750 99.492200
Class 1-A8 10,525,000.00 7.750 99.492200
Class 1-A9 10,000,000.00 7.750 99.492200
Class 1-M 3,004,000.00 7.750 98.916620
Class 1-B1 3,004,000.00 7.750 97.562620
Class 1-B2 2,203,000.00 7.750 94.921930
Class R 100.00 7.750 99.492200
Class RL 100.00 7.750 99.492200
Class 2-A1 11,897,000.00 7.250 99.710900
Class 2-A2 29,793,000.00 7.250 99.710900
Class 2-A3 28,633,000.00 7.250 99.710900
Class 2-A4 22,054,000.00 7.250 99.710900
Class 2-A5 7,525,000.00 7.250 99.710900
Class 2-PO 189,411.81 0.000 66.375000
Class 2-M 1,560,000.00 7.250 98.584210
Class 2-B1 780,000.00 7.250 97.318390
Class 2-B2 624,000.00 7.250 94.882320
(1) Interest will accrue on the Class 1-A3 and Class 1-A4
Certificates at the respective rates described in the
Prospectus.
(2) The Class 1-A4 Certificates shall be issued with an
initial notional principal balance of $41,130,000.00.
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(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,
1996 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates,
other than the Class 1-A4 Certificates, the Class 2-PO
Certificates, the Class 1-M and Class 2-M Certificates (together,
the "Class M Certificates"), the Class 1-B1 and Class 2-B1
Certificates (together, the "Class B1 Certificates"), and the
Class 1-B2 and Class 2-B2 Certificates (together, the "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. The Class 1-A4 and Class 2-PO 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,
PAINEWEBBER 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:
