EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1997-5
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 May 27, ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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
1997-5 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 1997-5 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 1997-5
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 May 1, 1997 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pool:
$489,759,420 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 $465,500,000 or greater than $514,500,000.
(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 $31,189,544.00 7.50% 98.365040%
Class A2 201,185,712.00 7.50% 98.365040%
Class A3 6,100,000.00 7.50% 98.365040%
Class A4 1,950,000.00 7.50% 98.365040%
Class A5 9,932,841.00 7.50% 98.365040%
Class A6 207,451,189.00 7.50% 98.365040%
Class A7 10,500,000.00 7.50% 98.365040%
Class R 100.00 7.50% 98.365040%
Class PO1 135,619.83 0.00% 57.000000%
Class PO2 499,637.98 0.00% 57.812500%
Class S1 (1) (2) 2.060960%
Class M 7,346,391.00 7.50% 97.000000%
Class B1 4,897,594.00 7.50% 96.375000%
Class B2 3,673,196.00 7.50% 95.500000%
(1) The Class S1 Certificates will be issued with an
initial Notional Principal Balance of $133,352,920.86.
(2) The Class S1 Certificates are interest-only
Certificates. Interest will accrue on the Class S1
Certificates on the aggregate Notional Principal
Balance thereof at the Certificate Interest Rate
described in the 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) 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, May 28, 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
"AAA" and "Aaa" from Fitch Investors Service, L.P. ("Fitch") and
▇▇▇▇▇'▇ Investors Service, Inc., respectively. The Class M,
Class B1 and Class B2 Certificates shall have received Required
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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,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
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:
