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GE CAPITAL MORTGAGE SERVICES, INC.,
Seller and Servicer
and
STATE STREET BANK AND TRUST COMPANY,
Trustee
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AMENDMENT NO. 1
Dated as of December 1, 1997
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Amendment No. 1 to
Pooling and Servicing Agreement
dated as of October 1, 1997
REMIC Multi-Class Pass-Through Certificates,
Series 1997-9
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AMENDMENT NO. 1, dated as of December 1, 1997, between GE
CAPITAL MORTGAGE SERVICES, INC., a corporation organized and
existing under the laws of the State of New Jersey (the
"Company"), and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts banking corporation as Trustee (the "Trustee").
W I T N E S S E T H T H A T:
WHEREAS, the Company and the Trustee have heretofore
executed and delivered a Pooling and Servicing Agreement, dated
as of October 1, 1997 (the "Agreement"), providing for the
issuance of REMIC Multi-Class Pass-Through Certificates, Series
1997-9 (the "Certificates");
WHEREAS, Section 10.01 of the Agreement provides that the
Agreement may be amended from time to time by the Company and the
Trustee for certain purposes without the consent of any
Certificateholder provided that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder;
WHEREAS, the Trustee has received an Opinion of Counsel to
the foregoing effect;
WHEREAS, Sections 5.01(b) of the Agreement sets forth the
minimum denominations in which each Class of Certificates may be
issued;
WHEREAS, the Company and the Trustee desire to amend
Section 5.01(b) of the Agreement in order to reduce the minimum
denominations of certain Classes of the Certificates;
WHEREAS, the Company and the Trustee have duly authorized
the execution and delivery of this Amendment No. 1 to the
Agreement, and all things necessary to make this Amendment No. 1
a valid agreement of the Company and the Trustee have been done;
NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all
Certificateholders, as follows:
ARTICLE ONE
Section 1.01. Amendment of Section 5.01(b) of the
Agreement. Notwithstanding Section 5.01(b) of the Agreement, the
following Class of Certificates may be issued and transferred in
minimum denominations of $1,000: Class 1-A15, Class 1-A16, Class
2-A4, Class 2-A5, Class 2-A8, Class 2-A9 and Class 2-A10.
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ARTICLE TWO
MISCELLANEOUS PROVISIONS
Section 2.01. Capitalized Terms. For all purposes of this
Amendment No. 1, except as otherwise stated herein, terms used in
capitalized form in this Amendment No. 1 and defined in the
Agreement have the meanings specified in the Agreement.
Section 2.02. Regarding the Trustee. All of the provisions
of the Agreement with respect to the rights, duties and
immunities of the Trustee shall be applicable in respect hereof
as fully and with like effect as if set forth herein in full.
Section 2.03. Continuing Effect. Except as expressly
amended by this Amendment No. 1, the Agreement remains in full
force and effect in accordance with its terms, and is hereby in
all respects ratified and confirmed.
Section 2.04. References to Agreement. All references to
the Agreement in the Agreement, any Certificate or in any other
document executed or delivered in connection therewith,shall,
from and after the date hereof, be deemed a reference to the
Agreement as amended hereby, unless the context expressly
requires otherwise.
Section 2.05. GOVERNING LAW. THIS AMENDMENT NO. 1 SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
JURISDICTION WHICH GOVERN THE AGREEMENT AND ITS CONSTRUCTION.
Section 2.06. Counterparts. This Amendment No. 1 may be
executed in any number of counterparts, each of which so executed
shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
Section 2.07. Effectiveness. This Amendment No. 1 shall
become effective as of the date first written above.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, all as of
the day and year first above written.
GE CAPITAL MORTGAGE SERVICES, INC.
[Corporate Seal] By ________________________________
Name:
Title:
Attest:
___________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
[Corporate Seal] By ________________________________
Name:
Title:
Attest:
___________________________
Name:
Title:
STATE OF NEW JERSEY )
) ss.:
COUNTY OF CAMDEN )
On the ___ day of December, 1997, before me personally came
__________, to me known, who, being by me duly sworn, did depose
and say that [s]he is __________________________ of GE CAPITAL
MORTGAGE SERVICES, INC., one of the corporations described in and
which executed the foregoing instrument; that [s]he know the seal
of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by the authority of
the Board of Directors of said corporation, and that [s]he signed
his/her name thereto by like authority.
__________________________
Notary Public
[NOTARIAL SEAL]
COMMONWEALTH OF MASSACHUSETTS )
) ss.:
COUNTY OF SUFFOLK )
On ___the day of December, 1997, before me personally came
__________, to me known, who, being by me duly sworn, did depose
and say that [s]he is __________________________ of STATE STREET
BANK AND TRUST COMPANY, one of the corporations described in and
which executed the foregoing instrument; that [s]he knows the
seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by the
authority of the Board of Directors of said corporation, and the
[s]he signed his/her name thereto by like authority.
__________________________
Notary Public
[NOTARIAL SEAL]
