EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES,
SERIES 1997-6
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 June 23, 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
1997-6 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 1997-6 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 1997-6
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 June 1, 1997 (the "Cut-off
Date"):
(a) Aggregate Principal Amount of the Mortgage Pool:
$400,826,388.37 aggregate principal balance as of the
Cutoff Date, subject to a permitted variance such that the
aggregate original Certificate Principal Balance will be
not less than $380,000,000 or greater than $420,000,000.
(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 $55,407,650.00 7.50% 98.812500%
Class A2 27,152,000.00 7.50 98.812500
Class A3 8,015,000.00 7.50 98.812500
Class A4 57,000,000.00 7.50 98.812500
Class A5 6,001,105.00 7.50 98.812500
Class A6 40,626,021.00 7.50 98.812500
Class A7 1,927,000.00 7.50 98.812500
Class A8 19,813,000.00 7.50 98.812500
Class A9 3,680,965.00 7.50 98.812500
Class A10 10,641,961.00 7.50 98.812500
Class A11 2,380,000.00 7.50 98.812500
Class A12 61,000.00 7.50 98.812500
Class A13 14,305,000.00 7.50 98.812500
Class A14 134,000.00 7.50 98.812500
Class A15 8,802,874.00 7.50 98.812500
Class A16 25,083,712.00 7.15 98.812500
Class A17 82,704,595.00 7.25 98.812500
Class A18 19,636,943.00 9.00 98.812500
Class R 100.00 7.50 98.812500
Class PO 418,340.32 0.00 59.500000
Class M 6,012,395.00 7.50 97.687500
Class B1 4,008,263.00 7.50 97.062500
Class B2 3,006,197.00 7.50 95.500000
(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, June 26,
1997 (the "Closing Date").
Section 4. Required Ratings: The Offered
Certificates, other than the Class M, Class B1 and Class B2
Certificates, shall have received Required Ratings of at least
2
"AAA" and "Aaa" from Fitch Investors Service, L.P. ("Fitch") and
Xxxxx'x Investors Service, Inc., respectively. 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.
3
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:
