EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1997-8
TERMS AGREEMENT
(to Underwriting Agreement
dated September 19, 1997,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus September 19, 0000
Xxxxxx Xxxx, XX 00000
Greenwich Capital Markets, Inc. (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 1997-8 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 1997-8 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 1997-8
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 September 1, 1997 (the "Cut-off
Date"):
(a) Aggregate Principal Amount of the Mortgage Pool:
$501,148,045 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 $487,500,000 or greater than $512,500,000.
(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 $18,563,000.00 7.250% 98.824219%
Class A2 13,339,000.00 7.250 98.824219
Class A3 29,292,000.00 6.750 98.824219
Class A4 13,131,000.00 6.750 98.824219
Class A5 18,652,000.00 6.750 98.824219
Class A6 21,902,000.00 7.250 98.824219
Class A7 99,594,000.00 7.250 98.824219
Class A8 55,000,000.00 7.250 98.824219
Class A9 4,251,000.00 7.250 98.824219
Class A10 11,731,000.00 7.250 98.824219
Class A11 21,579,000.00 7.250 98.824219
Class A12 (1) 7.250 98.824219
Class A13 29,722,000.00 7.250 98.824219
Class A14 28,039,777.00 (2) 98.824219
Class A15 6,768,223.00 (2) 98.824219
Class A16 77,822,900.00 7.250 98.824219
Class A17 30,000,000.00 7.125 98.824219
Class A18 (1) 0.065 98.824219
Class A19 (1) 0.060 98.824219
Class R 50.00 7.250 98.824219
Class RL 50.00 7.250 98.824219
Class M 7,768,000.00 7.250 98.511719
Class B1 4,761,000.00 7.250 97.792919
Class B2 3,759,000.00 7.250 96.402319
(1) The Class A12 Certificates shall be issued with an
initial notional principal balance of $4,212,067.00
and each of the Class A18 and Class A19 Certificates
shall be issued with an initial notional principal
balance of $30,000,000.00.
(2) Interest will accrue on the Class A14 and Class A15
Certificates at the respective rates described in the
related Prospectus.
(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)
2
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,
September 26, 1997 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates,
other than the Class A12, Class A18, Class A19, Class M, Class B1
and Class B2 Certificates, shall have received Required Ratings
of "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 A12, Class A18 and Class A19
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. Reserve Fund: On the Closing Date, the
Underwriter shall deliver by wire transfer or by certified check
to the Trustee an amount equal to $8,000.00 for deposit in the
Reserve Fund (as such term is defined in the Prospectus
Supplement).
Section 7. Rounding Account: On the Closing Date, the
Underwriter shall deliver to the Trustee by wire transfer or by
certified check an amount equal to $999.99 for deposit in the
Rounding Account (as such term is defined in the Prospectus
Supplement).
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,
GREENWICH CAPITAL MARKETS, INC.
By:--------------------------------
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of
the date hereof.
GE CAPITAL MORTGAGE SERVICES, INC.
By:--------------------------------
Name:
Title:
