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Ge Capital Mortgage Services Inc – ‘8-K’ for 5/27/99 – EX-1.1

On: Wednesday, 6/9/99 · For: 5/27/99 · Accession #: 903423-99-211 · File #: 33-05042

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/09/99  Ge Capital Mortgage Services Inc  8-K:2,7     5/27/99    4:1.0M                                   Cleary Gottlieb Ste… LLP

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8-K Current Report                                6     33K 
 2: EX-1.1      Underwriting Agreement                                36    135K 
 3: EX-1.2      Underwriting Agreement                                30±   125K 
 4: EX-4.1      Pooling and Servicing Agreement                      362±  1.82M

EX-1.1 — Underwriting Agreement
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Class Terms Agreement Underwriting Agreement
1	1st Page - Filing Submission
"	Underwriting Agreement
32	Terms Agreement
35	Class

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                                         EXECUTION

GE CAPITAL MORTGAGE SERVICES, INC.              

PASS-THROUGH CERTIFICATES               
(Issuable in Series)              

UNDERWRITING AGREEMENT              

Merrill Lynch, Pierce, Fenner & Smith          New York, New York               
Incorporated                        January 22, 1998  
Merrill Lynch World Headquarters                                                
North Tower                                                                     
World Financial Center                                                          
New York, New York  10281-1201                                                  

Ladies and Gentlemen:                                                           

GE Capital Mortgage Services, Inc., a corporation         
organized and existing under the laws of the State of New Jersey                
(the "Company"), may offer for sale to you (the "Underwriter")                  
from time to time its Pass-Through Certificates evidencing                      
interests in pools of mortgage loans (the "Certificates"). The                  
Certificates may be issued in various series, and within each                   
series, in one or more classes, in one or more offerings on terms               
determined at the time of sale (each such series, a "Series" and                
each such class, a "Class"). Each Series of the Certificates will               
be issued under a separate Pooling and Servicing Agreement (each,               
a "Pooling and Servicing Agreement") to be dated as of the                      
respective cut-off date (each, a "Cut-off Date") between the                    
Company, as seller and servicer, and State Street Bank and Trust                
Company, as trustee (the "Trustee"). Capitalized terms used but                 
not defined herein shall have the meanings given to them in the                 
related Pooling and Servicing Agreement.                                        

The Certificates issued under each Pooling and            
Servicing Agreement will represent the entire beneficial                        
ownership interest in a trust fund (the "Trust Fund") established               
by such Pooling and Servicing Agreement. The assets of each Trust               
Fund will consist primarily of one or more pools of conventional,               
fixed rate, first lien, fully amortizing, one- to four-family                   
residential mortgage loans (the "Mortgage Loans") having the                    
original terms to maturity specified in the related Terms                       
Agreement referred to hereinbelow. If so specified in the related               
Terms Agreement, one or more elections may be made to treat the                 
assets of each Trust Fund as a real estate mortgage                             

EX-1.1 2nd Page of 36 TOC 1st Previous Next ↓Bottom Just 2nd
investment conduit (each, a "REMIC") for federal income tax                     
purposes.                                                                       

Whenever the Company determines to make an offering of    
Certificates (each, a "Certificate Offering") pursuant to this                  
Agreement through you, it will enter into an agreement with you                 
(the "Terms Agreement") providing for the sale of specified                     
Classes of Offered Certificates (as defined below) to, and the                  
purchase and public offering thereof by, you. Each such                         
Certificate Offering which the Company elects to make pursuant to               
this Agreement shall be governed by this Agreement, as                          
supplemented by the related Terms Agreement. Each Terms                         
Agreement, which shall be substantially in the form of Exhibit A                
hereto, shall specify, among other things, the Classes of                       
Certificates to be purchased by the Underwriter (the "Offered                   
Certificates"), the principal balance or balances of the Offered                
Certificates, each subject to any stated variance, and the price                
or prices at which such Offered Certificates are to be purchased                
by the Underwriter from the Company.                                            

1.   Representations and Warranties.  (a) The Company     
represents and warrants to and agrees with the Underwriter, as of               
the date of the related Terms Agreement, that:                                  

        (i) The registration statement specified
in the related Terms Agreement, on Form S-3, including    
a prospectus, has been filed with the Securities and      
Exchange Commission (the "Commission") for the            
registration under the Securities Act of 1933, as         
amended (the "Act"), of pass-through certificates         
issuable in series, which registration statement has      
been declared effective by the Commission. Such           
registration statement, as amended to the date of the     
related Terms Agreement, including any documents          
incorporated by reference therein pursuant to Item 12     
of Form S-3 under the Act which were filed under the      
Securities Exchange Act of 1934, as amended (the          
"Exchange Act"), on or before the effective date of       
the Registration Statement, is hereinafter called the     
"Registration Statement", and such prospectus, as such    
prospectus is supplemented by a prospectus supplement     
relating to the Offered Certificates of the related       
Series, each in the form first filed after the date of    
the related Terms Agreement pursuant to Rule 424(b)       
under the Act, including any documents incorporated by    
reference therein pursuant to Item 12 of Form S-3         
under the Act which were filed under the Exchange Act     
on or before the date of such prospectus supplement       
(other than any such incorporated documents that          
relate to Collateral Term Sheets (as defined              
herein))(such prospectus supplement, including such       
incorporated documents (other than those that relate      
to Collateral                                             

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Term Sheets), in the form first filed after the date      
of the related Terms Agreement pursuant to Rule 424(b)    
is hereinafter called the "Prospectus Supplement"), is    
hereinafter called the "Prospectus". Any reference        
herein to the terms "amend", "amendment" or               
"supplement" with respect to the Registration             
Statement, the Prospectus or the Prospectus Supplement    
shall be deemed to refer to and include the filing of     
any document under the Exchange Act after the             
effective date of the Registration Statement or the       
issue date of the Prospectus or Prospectus Supplement,    
as the case may be, deemed to be incorporated therein     
by reference pursuant to Item 12 of Form S-3 under the    
Act.                                                      

      (ii) The related Registration Statement,
at the time it became effective, and the Prospectus       
contained therein, and any amendments thereof and         
supplements thereto filed prior to the date of the        
related Terms Agreement, conformed in all material        
respects to the requirements of the Act and the rules     
and regulations of the Commission thereunder; on the      
date of the related Terms Agreement and on each           
Closing Date (as defined in Section 3 below), the         
related Registration Statement and the related            
Prospectus, and any amendments thereof and supplements    
thereto, will conform in all material respects to the     
requirements of the Act and the rules and regulations     
of the Commission thereunder; such Registration           
Statement, at the time it became effective, did not       
contain any untrue statement of a material fact or        
omit to state a material fact required to be stated       
therein or necessary to make the statements therein       
not misleading; such Prospectus, on the date of any       
filing pursuant to Rule 424(b) and on each Closing        
Date, will not include any untrue statement of a          
material fact or omit to state a material fact            
necessary to make the statements therein, in the light    
of the circumstances under which they are made, not       
misleading; and the Detailed Description referred to      
in such Prospectus, on each Closing Date and the date     
of any filing thereof under cover of Form 8-K, will       
not include any untrue statement of a material fact or    
omit to state any information which such Prospectus       
states will be included in such Detailed Description;     
provided, however, that the Company makes no              
representations or warranties as to the information       
contained in or omitted from (A) such Registration        
Statement or such Prospectus (or any supplement           
thereto) in reliance upon and in conformity with          
written information furnished to the Company by or on     
behalf of the Underwriter specifically for use in the     
preparation thereof or (B) any Current Report (as         
defined in Section 5(b) below), or in any amendment       

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thereof or supplement thereto, incorporated by            
reference in such Registration Statement or such          
Prospectus (or any amendment thereof or supplement        
thereto).                                                 

 (iii) The Certificates of the related
Series will conform to the description thereof            
contained in the related Prospectus; will each, if        
rated at the time of issuance in one of the two           
highest rating categories by a nationally recognized      
statistical rating organization, be when issued a         
"mortgage related security" as such term is defined in    
Section 3(a)(41) of the Exchange Act, and will each on    
the related Closing Date be duly and validly              
authorized, and, when validly executed, countersigned,    
issued and delivered in accordance with the related       
Pooling and Servicing Agreement and sold to you as        
provided herein and in the related Terms Agreement,       
will each be validly issued and outstanding and           
entitled to the benefits of the related Pooling and       
Servicing Agreement.                                      

       (iv) Neither the issuance nor sale of the
Certificates of the related Series nor the                
consummation of any other of the transactions herein      
contemplated, nor the fulfillment of the terms hereof     
or of the related Terms Agreement, will conflict with     
any statute, order or regulation applicable to the        
Company of any court, regulatory body, administrative     
agency or governmental body having jurisdiction over      
the Company or with any organizational document of the    
Company or any instrument or any agreement under which    
the Company is bound or to which it is a party.           

        (v) This Agreement and the related Terms
Agreement have been duly authorized, executed and         
delivered by the Company.                                 

   (vi) At or prior to the related Closing
Date, the Company will have entered into the related      
Pooling and Servicing Agreement and, assuming the due     
authorization, execution and delivery thereof by the      
Trustee, such Pooling and Servicing Agreement (on such    
Closing Date) will constitute the valid and binding       
agreement of the Company enforceable in accordance        
with its terms, subject as to enforceability, to          
bankruptcy, insolvency, reorganization or other           
similar laws affecting creditors' rights and to           
general principles of equity (regardless of whether       
the enforceability of such Pooling and Servicing          
Agreement is considered in a proceeding in equity or      
at law).                                                  

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2. Purchase and Sale. Subject to the execution of the     
Terms Agreement for a particular Certificate Offering and subject               
to the terms and conditions and in reliance upon the                            
representations and warranties set forth in this Agreement and                  
such Terms Agreement, the Company agrees to sell to the                         
Underwriter, and the Underwriter agrees to purchase from the                    
Company, all, but not less than all, of the related Offered                     
Certificates at the purchase price therefor set forth in such                   
Terms Agreement (the "Purchase Price").                                         

The parties hereto agree that settlement for all          
securities sold pursuant to this Agreement and the applicable                   
Terms Agreement shall take place on the settlement date agreed                  
upon at the time of the related transaction and set forth as the                
"Closing Date" in such Terms Agreement and not as set forth in                  
Rule 15c6-1(a) of the Exchange Act.                                             

3. Delivery and Payment. Delivery of and payment for      
the Offered Certificates of a Series shall be made at the offices               
of Cleary, Gottlieb, Steen & Hamilton, New York, New York, at                   
10:00 A.M., New York City time, on the Closing Date specified in                
the related Terms Agreement, which date and time may be postponed               
by agreement between the Underwriter and the Company (such date                 
and time being herein called the "Closing Date"). Delivery of                   
such Offered Certificates shall be made to the Underwriter                      
against payment by the Underwriter of the Purchase Price thereof                
to or upon the order of the Company by wire transfer in federal                 
or other immediately available funds or by check payable in                     
federal funds, as the Company shall specify no later than five                  
full business days prior to such Closing Date. Unless delivery is               
made through the facilities of The Depository Trust Company, the                
Offered Certificates shall be registered in such names and in                   
such authorized denominations as the Underwriter may request not                
less than two full business days in advance of each Closing Date.               

The Company agrees to notify the Underwriter at least     
two business days before each Closing Date of the exact principal               
balance evidenced by the Offered Certificates and to have such                  
Offered Certificates available for inspection, checking and                     
packaging in New York, New York, no later than 12:00 noon on the                
business day prior to such Closing Date.                                        

4. Offering by the Underwriter. It is understood that     
the Underwriter proposes to offer the Offered Certificates of the               
related Series for sale to the public as set forth in the related               
Prospectus.                                                                     

5.   Agreements.  The Company agrees with the             
Underwriter that:                                                               

(a)  The Company will cause the Prospectus as   
supplemented by a Prospectus Supplement relating to the             

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Offered Certificates to be filed pursuant to Rule 424 under         
the Act and will promptly advise the Underwriter when such          
Prospectus as so supplemented has been so filed, and prior          
to the termination of the Certificate Offering to which             
such Prospectus relates also will promptly advise the               
Underwriter (i) when any amendment to the related                   
Registration Statement specifically relating to such                
Offered Certificates shall have become effective or any             
further supplement to such Prospectus has been filed, (ii)          
of any request by the Commission for any amendment of such          
Registration Statement or Prospectus or for any additional          
information, (iii) of the issuance by the Commission of any         
stop order suspending the effectiveness of such                     
Registration Statement or the institution or threatening of         
any proceeding for that purpose and (iv) of the receipt by          
the Company of any written notification with respect to the         
suspension of the qualification of such Offered                     
Certificates for sale in any jurisdiction or the initiation         
or threatening of any proceeding for such purpose. The              
Company will not file any amendment of the related                  
Registration Statement or supplement to the related                 
Prospectus (other than any amendment or supplement                  
specifically relating to one or more Series of pass-through         
certificates other than the Series that includes the                
related Offered Certificates) unless the Company has                
furnished the Underwriter with a copy for its review prior          
to filing. The Company will use its best efforts to prevent         
the issuance of any such stop order and, if issued, to              
obtain as soon as possible the withdrawal thereof.                  

(b) The Company will cause any Computational    
Materials and any Structural Term Sheets (each as defined           
in Section 8 below) with respect to the Offered                     
Certificates of a Series that are delivered by the                  
Underwriter to the Company pursuant to Section 8 to be              
filed with the Commission on a Current Report on Form 8-K           
(each such filing of such materials, a "Current Report")            
pursuant to Rule 13a- 11 under the Exchange Act on the              
business day immediately following the later of (i) the day         
on which such Computational Materials and Structural Term           
Sheets are delivered to counsel for the Company by the              
Underwriter prior to 10:30 a.m. and (ii) the date on which          
this Agreement is executed and delivered. The Company will          
cause one Collateral Term Sheet (as defined in Section 9            
below) with respect to the Offered Certificates of a Series         
that is delivered by the Underwriter to the Company in              
accordance with the provisions of Section 9 to be filed             
with the Commission on a Current Report pursuant to Rule            
13a-11 under the Exchange Act on the business day                   
immediately following the day on which such Collateral Term         
Sheet is delivered to counsel for the Company by the                
Underwriter prior to 10:30 a.m. In addition, if at any time         
prior to the availability                                           

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of the related Prospectus Supplement the Underwriter has            
delivered to any prospective investor a Collateral Term             
Sheet that reflects, in the reasonable judgment of the              
Underwriter and the Company, a material change in the               
characteristics of the Mortgage Loans for the related               
Series from those on which a Collateral Term Sheet with             
respect to the related Series previously filed with the             
Commission was based, the Company will cause any such               
Collateral Term Sheet that is delivered by the Underwriter          
to the Company in accordance with the provisions of Section         
9 to be filed with the Commission on a Current Report on            
the business day immediately following the day on which             
such Collateral Term Sheet is delivered to counsel for the          
Company by the Underwriter prior to 10:30 a.m. In each              
case, the Company will promptly advise the Underwriter when         
such Current Report has been so filed. Each such Current            
Report shall be incorporated by reference in the related            
Prospectus and the related Registration Statement.                  
Notwithstanding the five preceding sentences, the Company           
shall have no obligation to file any materials provided by          
the Underwriter pursuant to Sections 8 and 9 which, in the          
reasonable determination of the Company after making                
reasonable efforts to consult with the Underwriter, are not         
required to be filed pursuant to the Kidder Letters or the          
PSA Letter (each as defined in Section 8 below), or which           
contain erroneous information or contain any untrue                 
statement of a material fact or, when read in conjunction           
with the Prospectus and Prospectus Supplement, omit to              
state a material fact required to be stated therein or              
necessary to make the statements therein not misleading; it         
being understood, however, that the Company shall have no           
obligation to review or pass upon the accuracy or adequacy          
of, or to correct, any Computational Materials, Structural          
Term Sheets or Collateral Term Sheets provided by the               
Underwriter to the Company pursuant to Section 8 or Section         
9 hereof.                                                           

 (c) If, at any time when a prospectus relating to
the Offered Certificates of a Series is required to be              
delivered under the Act, any event occurs as a result of            
which the related Prospectus as then amended or                     
supplemented would include any untrue statement of a                
material fact or omit to state any material fact necessary          
to make the statements therein in light of the                      
circumstances under which they were made not misleading, or         
if it shall be necessary at any time to amend or supplement         
the related Prospectus to comply with the Act or the rules          
thereunder, the Company promptly will prepare and file with         
the Commission, subject to paragraph (a) of this Section 5,         
an amendment or supplement which will correct such                  
statement or omission or an amendment which will effect             
such compliance; provided, however, that the Company will           
not be required to file any such amendment or supplement            
with respect to any                                                 

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Computational Materials, Structural Term Sheets or                  
Collateral Term Sheets incorporated by reference in the             
Prospectus other than any amendments or supplements of such         
Computational Materials or Structural Term Sheets that are          
furnished to the Company by the Underwriter pursuant to             
Section 8(e) hereof or any amendments or supplements of             
such Collateral Term Sheets that are furnished to the               
Company by the Underwriter pursuant to Section 9(d) hereof          
which the Company determines to file in accordance                  
therewith.                                                          

(d) The Company will furnish to the Underwriter 
and counsel for the Underwriter, without charge, as many            
signed copies of the related Registration Statement                 
(including exhibits thereto) and, so long as delivery of a          
prospectus by the Underwriter or dealer may be required by          
the Act, as many copies of the related Prospectus and any           
supplements thereto (other than exhibits to the related             
Current Report) as the Underwriter may reasonably request.          

(e) The Company will furnish such information,  
execute such instruments and take such actions as may be            
reasonably requested by the Underwriter to qualify the              
Offered Certificates of a Series for sale under the laws of         
such jurisdictions as the Underwriter may designate, to             
maintain such qualifications in effect so long as required          
for the distribution of such Offered Certificates and to            
determine the legality of such Offered Certificates for             
purchase by institutional investors; provided, however,             
that the Company shall not be required to qualify to do             
business in any jurisdiction where it is not qualified on           
the date of the related Terms Agreement or to take any              
action which would subject it to general or unlimited               
service of process in any jurisdiction in which it is not,          
on the date of the related Terms Agreement, subject to such         
service of process.                                                 

(f) So long as the Offered Certificates of a    
Series are outstanding, the Company will furnish to the             
Underwriter copies of the annual independent public                 
accountants' servicing report furnished to the Trustee              
pursuant to Section 3.13 of the related Pooling and                 
Servicing Agreement.                                                

(g) Whether or not the transactions contemplated
hereby and by the related Terms Agreement shall be                  
consummated, the Company shall be responsible for the               
payment of any costs and expenses for which details are             
submitted, in connection with the performance of its                
obligations under this Agreement and the related Terms              
Agreement, including, without limitation, (a) the cost and          
expenses of printing or otherwise reproducing the related           
Registration Statement or Prospectus, this Agreement, the           
related Terms Agreement, the related Pooling and Servicing          

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Agreement and the Offered Certificates, and (b) the cost of         
delivering the related Offered Certificates to the office           
of the Underwriter, insured to the satisfaction of the              
Underwriter (it being understood that, except as provided           
in this paragraph (g) and in Section 7 hereof, the                  
Underwriter will pay all its own costs and expenses,                
including the fees of Brown & Wood LLP, counsel for the             
Underwriter, transfer taxes on resale of any Offered                
Certificates by it, advertising expenses connected with any         
offers that it may make, the fees of KPMG Peat Marwick LLP          
with respect to its letters furnished pursuant to Section           
6(i) of this Agreement and any letter furnished pursuant to         
the last sentence of Section 6(h) hereof, the fees of any           
firm of public accountants selected by the Underwriter with         
respect to their letter furnished pursuant to Section 8(c)          
of this Agreement, any other costs and expenses specified           
in the related Terms Agreement as "Additional Expenses",            
and all expenses (e.g., shipping, postage and courier               
costs) associated with the delivery of the related                  
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 such Prospectus is            
delivered to investors on the day immediately preceding the         
related Closing Date, the Company will pay such courier             
expenses).                                                          

6. Conditions to the Obligations of the Underwriter.      
The obligations of the Underwriter to purchase the Offered                      
Certificates of any Series shall be subject to the accuracy in                  
all material respects of the representations and warranties on                  
the part of the Company contained in this Agreement, as                         
supplemented by the related Terms Agreement, as of the respective               
dates thereof and the related Closing Date, to the accuracy of                  
the statements of the Company made in any applicable officers'                  
certificates pursuant to the provisions hereof, to the                          
performance by the Company of its obligations under this                        
Agreement and such Terms Agreement and to the following                         
additional conditions applicable to the related Certificate                     
Offering:                                                                       

 (a) No stop order suspending the effectiveness of
the related Registration Statement shall have been issued           
and no proceedings for that purpose shall have been                 
instituted or threatened.                                           

(b) Cleary, Gottlieb, Steen & Hamilton, counsel 
for the Company, shall have furnished to the Underwriter an         
opinion, dated the related Closing Date, to the effect              
that:                                                               

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        (i) this Agreement and the related Terms
Agreement have been duly executed and delivered by the    
Company under the law of the State of New York;           

    (ii) the related Pooling and Servicing
Agreement has been duly executed and delivered by the     
Company under the law of the State of New York and is     
a legal, valid and binding agreement of the Company       
enforceable against the Company in accordance with its    
terms;                                                    

     (iii) the Offered Certificates, when duly
executed and countersigned by the Trustee in              
accordance with the related Pooling and Servicing         
Agreement, will be validly issued and outstanding and     
entitled to the benefits of such Pooling and Servicing    
Agreement;                                                

    (iv) the related Pooling and Servicing
Agreement is not required to be qualified under the       
Trust Indenture Act of 1939, as amended, and the trust    
created thereunder is not required to be registered       
under the Investment Company Act of 1940, as amended;     

     (v) such counsel confirms that (based
solely upon telephone confirmation from a                 
representative of the Commission) the related             
Registration Statement is effective under the Act and,    
to the best of such counsel's knowledge, no stop order    
with respect thereto has been issued, and no              
proceeding for that purpose has been instituted or        
threatened by the Commission; such Registration           
Statement (except the financial statements and            
schedules and other financial and statistical data        
included therein and the documents incorporated by        
reference therein, as to which such counsel need          
express no view), at the time it became effective and     
the related Prospectus (except the financial              
statements and schedules and the other financial and      
statistical data included therein, the documents          
incorporated by reference therein), as of the date of     
the Prospectus Supplement appeared on their face to be    
appropriately responsive in all material respects to      
the requirements of the Act and the rules and             
regulations thereunder; and no information has come to    
the attention of such counsel that causes it to           
believe that (A) such Registration Statement (except      
the financial statements and schedules and the other      
financial and statistical data included therein and       
the documents incorporated by reference therein, as to    
which such counsel need express no view) at the time      
it became effective, contained an untrue statement of     
a material fact or omitted to state a material fact       
required to be stated therein or necessary to make the    

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statements therein not misleading or (B) such             
Prospectus or any amendment or supplement thereto         
(except the financial statements and schedules and the    
other financial and statistical data included therein,    
the documents incorporated by reference therein and       
the information included in the second sentence of the    
antepenultimate paragraph, the first sentence of the      
penultimate paragraph, and the last paragraph of the      
cover page of such Prospectus Supplement and in the       
second and fourth sentences of the first paragraph        
under the heading "Plan of Distribution" therein, as      
to which such counsel need express no view), as of the    
date of the Prospectus Supplement, or at the related      
Closing Date, contained or contains an untrue             
statement of a material fact or omitted or omits to       
state a material fact necessary in order to make the      
statements therein, in the light of the circumstances     
under which they were made, not misleading;               

     (vi) the statements set forth under the
heading "Description of the Certificates" in the          
related Prospectus, insofar as such statements purport    
to summarize certain provisions of the related Pooling    
and Servicing Agreement and the related Offered           
Certificates, provide a fair summary of such              
provisions;                                               

 (vii) the statements set forth in the
related Prospectus under the headings "Certain Legal      
Aspects of the Mortgage Loans and Contracts -- The        
Mortgage Loans", "Certain Federal Income Tax              
Consequences" (insofar as they relate specifically to     
the purchase, ownership and disposition of the related    
Offered Certificates) and "ERISA Considerations"          
(insofar as they relate specifically to the purchase,     
ownership and disposition of such Offered                 
Certificates), to the extent that they constitute         
matters of law or legal conclusions, provide a fair       
summary of such law or conclusions;                       

(viii) assuming compliance with all   
provisions of the related Pooling and Servicing           
Agreement, for federal income tax purposes, (A) if any    
election is made to treat the assets of the Trust Fund    
as a REMIC: the related Trust Fund (and any specified     
subgrouping therein) will qualify as a REMIC pursuant     
to Section 860D of the Internal Revenue Code of 1986,     
as amended (the "Code"), each Class of Certificates of    
the related Series, other than the related Residual       
Class or Classes, will constitute a class of "regular     
interests" in the related REMIC within the meaning of     
the Code, and each Class of such Certificates specified   

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in the related Prospectus as a Class of Residual          
Certificates will constitute the "residual interest"      
in the related REMIC within the meaning of the Code;      
(B) if no such REMIC election is made: the Trust Fund     
will be treated as a "grantor trust"; and                 

   (ix) assuming that some or all of the
Offered Certificates of the related Series shall be       
rated at the time of issuance in one of the two           
highest rating categories by a nationally recognized      
statistical rating organization, each Offered             
Certificate so rated will be at the time of issuance,     
a "mortgage related security" as such term is defined     
in Section 3(a)(41) of the Exchange Act.                  

Such opinion may express its reliance as to factual matters         
on the representations and warranties made by, and on               
certificates or other documents furnished by, officers of           
the parties to this Agreement, the related Terms Agreement          
or the related Pooling and Servicing Agreement. Such                
opinion may assume the due authorization, execution and             
delivery of the instruments and documents referred to               
therein by the parties thereto other than the Company. Such         
opinion may be qualified, insofar as it concerns the                
enforceability of the documents referred to therein, to the         
extent that such enforceability may be limited by                   
bankruptcy, insolvency, reorganization or other similar             
laws affecting the enforcement of creditors' rights in              
general and by general equity principles (regardless of             
whether such enforcement is considered in a proceeding in           
equity or at law). Such opinion may be further qualified as         
expressing no opinion as to (x) the statements in the               
related Prospectus under the heading "Certain Legal Aspects         
of the Mortgage Loans and Contracts -- The Mortgage Loans"          
except insofar as such statements relate to the laws of the         
State of New York and the laws of the United States, and            
(y) the statements in such Prospectus under the headings            
"ERISA Considerations" and "Certain Federal Income Tax              
Consequences" except insofar as such statements relate to           
the laws of the United States. In addition, such opinion            
may be qualified as an opinion only on the law of the State         
of New York and the federal law of the United States of             
America.                                                            

(c) The General Counsel for the Company shall   
have furnished to the Underwriter an opinion, dated the             
related Closing Date, to the effect that:                           

(i) The Company has been duly   
incorporated and is validly existing as a corporation     
in good standing under the laws of the State of New       
Jersey, with corporate power to own its properties, to    

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conduct its business as described in the related          
Prospectus and to enter into and perform its              
obligations under this Agreement, the related Terms       
Agreement, the related Pooling and Servicing Agreement    
and the Certificates of the related Series;               

 (ii) The Company has full power and
authority to sell and service the related Mortgage        
Loans as contemplated herein and in the related           
Pooling and Servicing Agreement;                          

   (iii) This Agreement, the related Terms
Agreement and the related Pooling and Servicing           
Agreement have been duly authorized, executed and         
delivered by the Company under the law of the State of    
New Jersey;                                               

  (iv)    The issuance and sale of the
Offered Certificates have been duly authorized by the     
Company;                                                  

       (v) No consent, approval, authorization
or order of any court or governmental agency or body      
is required for the consummation by the Company of the    
transactions contemplated herein or in the related        
Pooling and Servicing Agreement, except such as may be    
required under the blue sky laws of any jurisdiction      
and such other approvals as have been obtained;           

(vi) Neither the issuance of the  
Certificates of the related Series nor delivery of the    
related Offered Certificates, nor the consummation of     
any other of the transactions contemplated in this        
Agreement, the related Terms Agreement or the related     
Pooling and Servicing Agreement, nor the fulfillment      
of the terms of the related Certificates, the related     
Pooling and Servicing Agreement, this Agreement or the    
related Terms Agreement will conflict with or violate     
any term or provision of the articles of incorporation    
or by-laws of the Company or any statute, order or        
regulation applicable to the Company of any court,        
regulatory body, administrative agency or governmental    
body having jurisdiction over the Company and will not    
conflict with, result in a breach or violation or the     
acceleration of or constitute a default under the         
terms of any indenture or other agreement or              
instrument known to such counsel to which the Company     
is a party or by which it is bound; and                   

      (vii) There are no actions, proceedings or
investigations pending or, to the best knowledge of       
such counsel, threatened before any court, admini-        

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EX-1.1 14th Page of 36 TOC 1st Previous Next ↓Bottom Just 14th
strative agency or other tribunal (i) asserting the       
invalidity of this Agreement, the related Terms           
Agreement, the related Pooling and Servicing Agreement    
or the related Certificates, (ii) seeking to prevent      
the issuance of the Certificates of the related Series    
or the consummation by the Company of any of the          
transactions contemplated by this Agreement, such         
Terms Agreement or such Pooling and Servicing             
Agreement, or (iii) which might materially and            
adversely affect the performance by the Company of its    
obligations under, or the validity or enforceability      
of, this Agreement, such Terms Agreement, such Pooling    
and Servicing Agreement or the related Certificates.      

In rendering his or her opinion such counsel may rely as to         
matters of fact, to the extent deemed proper and as stated          
therein, on certificates of responsible officers of the             
Company or public officials. In addition, such opinion may          
be qualified as an opinion only on the laws of the State of         
New Jersey.                                                         

(d) The Underwriter shall have received from    
Brown & Wood LLP, counsel for the Underwriter, such opinion         
or opinions, dated the related Closing Date, with respect           
to the issuance and sale of the Certificates of the related         
Series, the related Registration Statement, the related             
Prospectus and such other related matters as the                    
Underwriter may reasonably require, and the Company shall           
have furnished to such counsel such documents as the                
Underwriter may reasonably request for the purpose of               
enabling them to pass upon such matters.                            

(e) The Company shall have furnished to the     
Underwriter a certificate of the Company, signed by the             
President or any Vice President and the Senior Vice                 
President-Finance or the principal financial or accounting          
officer of the Company, dated the related Closing Date, to          
the effect that the signers of such certificate have                
carefully examined the related Registration Statement               
(excluding any Current Reports and any other documents              
incorporated by reference therein), the related Prospectus,         
the Detailed Description referred to in such Prospectus             
(excluding any related Current Report), this Agreement and          
the related Terms Agreement and that:                               

         (i) the representations and warranties of
the Company in this Agreement are true and correct in     
all material respects on and as of the related Closing    
Date with the same effect as if made on such Closing      
Date, and the Company has complied with all the           
agreements and satisfied all the conditions on its        
part                                                      

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EX-1.1 15th Page of 36 TOC 1st Previous Next ↓Bottom Just 15th
to be performed or satisfied at or prior to such          
Closing Date;                                             

(ii) no stop order suspending the 
effectiveness of such Registration Statement has been     
issued and no proceedings for that purpose have been      
instituted or, to their knowledge, threatened; and        

     (iii) nothing has come to their attention
that would lead them to believe that such Registration    
Statement (excluding any Current Report) contains any     
untrue statement of a material fact or omits to state     
any material fact required to be stated therein or        
necessary to make the statements therein not              
misleading, that the related Prospectus (excluding any    
related Current Report) contains any untrue statement     
of a material fact or omits to state a material fact      
required to be stated therein or necessary to make the    
statements therein, in the light of the circumstances     
under which they were made, not misleading, or that       
the Detailed Description referred to in such              
Prospectus includes any untrue statement of a material    
fact or omits to state any information which the          
Prospectus states will be included in such Detailed       
Description.                                              

(f) Peabody & Arnold, counsel for the Trustee,  
shall have furnished to the Underwriter an opinion, dated           
the related Closing Date, to the effect that:                       

(i) the Trustee has been duly   
incorporated and is validly existing as a corporation     
in good standing under the laws of the Commonwealth of    
Massachusetts with corporate power to own its             
properties and conduct its business as presently          
conducted by it, to conduct business as a trustee and     
to enter into and perform its obligations under the       
related Pooling and Servicing Agreement;                  

    (ii) the related Pooling and Servicing
Agreement has been duly authorized, executed and          
delivered by the Trustee and constitutes the legal,       
valid and binding agreement of the Trustee enforceable    
against the Trustee in accordance with its terms,         
subject to bankruptcy, insolvency, fraudulent             
conveyance, reorganization or other similar laws          
affecting the enforcement of creditors' rights            
generally and to judicial discretion, and general         
principles of equity (regardless of whether               
enforcement is sought in a proceeding in equity or at     
law);                                                     

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EX-1.1 16th Page of 36 TOC 1st Previous Next ↓Bottom Just 16th
      (iii)    the Trustee has duly accepted its
appointment as trustee under the related Pooling and      
Servicing Agreement;                                      

      (iv) no consent, approval, authorization
or order of any Massachusetts or federal court or         
government agency or body is required on the part of      
the Trustee for the consummation of the transactions      
contemplated in the related Pooling and Servicing         
Agreement, except such as may be required under any       
federal or state securities law; and                      

      (v) the performance on the part of the
Trustee of any of the transactions contemplated in the    
related Pooling and Servicing Agreement does not          
conflict with or result in a breach or violation of       
any term or provision of, or constitute a default         
under, the Articles of Organization, as amended, or       
By-Laws of the Trustee, or any Massachusetts or           
federal statute or regulation applicable to the           
Trustee, or to such counsel's knowledge, any indenture    
or other agreement or instrument to which the Trustee     
is a party or by which it is bound, or, to such           
counsel's knowledge, any order of any state or federal    
court, regulatory body, administrative agency or          
governmental body having jurisdiction over the            
Trustee.                                                  

In addition, such counsel shall furnish to the Underwriter          
such opinions as to the treatment of the Trust Fund for             
purposes of Massachusetts tax law as are reasonably                 
satisfactory to the Underwriter.                                    

 (g) KPMG Peat Marwick LLP shall have furnished to
the Underwriter a letter, dated as of the date of the               
related Terms Agreement, in form and substance satisfactory         
to the Underwriter, stating in effect that they have                
performed certain specified procedures as a result of which         
they have determined that such information as the                   
Underwriter may reasonably request of an accounting,                
financial or statistical nature (which is limited to                
accounting, financial or statistical information derived            
from the general accounting records of the Company) set             
forth in the related Prospectus Supplement under the                
caption "Delinquency and Foreclosure Experience of the              
Company" agrees with the accounting records of the Company,         
excluding any questions of legal interpretation.                    

 (h) KPMG Peat Marwick LLP shall have furnished to
the Underwriter a letter, dated as of the related Closing           
Date, in form and substance satisfactory to the                     
Underwriter, stating in effect that they have performed             
certain specified procedures as a result of which they have         
determined that                                                     

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EX-1.1 17th Page of 36 TOC 1st Previous Next ↓Bottom Just 17th
such information as the Underwriter may reasonably request          
of an accounting, financial or statistical nature (which is         
limited to accounting, financial or statistical information         
derived from the general accounting records of the Company          
and which is obtained from an analysis of a sample of the           
Mortgage Loans included in the related pool) set forth in           
the related Prospectus Supplement under the caption                 
"Description of the Mortgage Pool and the Mortgaged                 
Properties" or "Description of the Mortgage Pools and the           
Mortgaged Properties", as the case may be, and in the               
Detailed Description relating to such Prospectus Supplement         
is mutually consistent and agrees with the accounting               
records of the Company and, where applicable, the related           
Mortgage Loan files of the Company, excluding any questions         
of legal interpretation. In addition, if applicable, such           
accountants shall have furnished to the Underwriter a               
letter, dated as of the related Closing Date, which shall           
include a statement or statements to the effect that based          
upon the assumptions and methodology agreed to by the               
Company (and which is consistent with the manner in which           
any final PAC Balances, TAC Balances, Scheduled Balances,           
Maximum and Minimum Scheduled Balances or any other                 
scheduled balances are to be calculated as set forth in the         
related Prospectus), all of which shall be described by             
reference in such letter, such accountants shall have               
verified the mathematical accuracy of any final PAC                 
Balances Table, TAC Balances Table, Scheduled Balances              
Table, Maximum or Minimum Scheduled Balances Table or other         
scheduled balances table attached as an exhibit to the              
related Pooling and Servicing Agreement.                            

 (i) KPMG Peat Marwick LLP shall have furnished to
the Underwriter and the Company a letter or letters, dated          
as of the date of the related Terms Agreement, in form and          
substance satisfactory to the Underwriter and the Company,          
including, without limitation, statements, if applicable,           
to the effect that:                                                 

(i) based upon the assumptions and  
methodology set forth in the related Prospectus, all      
of which shall be described by reference in such          
letter, they recomputed the percentages of initial        
principal balance outstanding as of each of the           
Distribution Dates (as defined in such Prospectus)        
indicated and the weighted average lives of each Class    
of Offered Certificates at each of the indicated          
percentages of the applicable Prepayment Assumption,      
and they compared the recomputed percentages and          
weighted average lives to the corresponding               
percentages and weighted average lives set forth in       
the related tables and found them to be in agreement;     

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EX-1.1 18th Page of 36 TOC 1st Previous Next ↓Bottom Just 18th
(ii) based upon the assumptions and   
methodology set forth in such Prospectus, all of which    
shall be described by reference in such letter, they      
have verified the mathematical accuracy of any            
Scheduled Final Distribution Dates for the Offered        
Certificates, PAC Balances, TAC Balances, Scheduled       
Balances, Maximum and Minimum Scheduled Balances or       
any other scheduled balances set forth in such            
Prospectus for each indicated Distribution Date, and      
have verified the mathematical accuracy of any initial    
Effective Ranges of any PAC Certificates, Scheduled       
Certificates or other scheduled Certificates set forth    
in such Prospectus; and                                   

(iii) based upon the assumptions and    
methodology set forth in such Prospectus, all of which    
shall be described by reference in such letter, they      
have verified the mathematical accuracy of the pre-tax    
yields to maturity and, if applicable, aggregate cash     
flows of any Class of Certificates for which such         
pre-tax yields and, if applicable, aggregate cash         
flows are set forth in such Prospectus at the             
indicated percentages of the Prepayment Assumption        
and, if applicable, at the indicated values of COFI,      
LIBOR or any other index, as applicable.                  

(j) The Offered Certificates of the related     
Series shall have received the ratings specified in the             
related Terms Agreement (the "Required Ratings").                   

(k) Prior to the related Closing Date, the      
Company shall have furnished to the Underwriter such                
further information, certificates and documents as the              
Underwriter may reasonably request.                                 

 (l) If any Certificates of the related Series are
to be sold to any other underwriter and/or offered in               
reliance upon an exemption from the registration                    
requirements of the Act, the sale at or prior to the                
related Closing Date of such Certificates to the purchaser          
thereof shall have occurred.                                        

(m) Subsequent to the date of the related Terms 
Agreement, there shall not have been any change, or any             
development involving a prospective change, in or affecting         
the business or properties of the Company which the                 
Underwriter concludes in its judgment, after consultation           
with the Company, materially impairs the investment quality         
of the Offered Certificates of the related Series so as to          
make it impractical or inadvisable to proceed with the              
public offering or the delivery of such Offered                     
Certificates as contemplated by the related Prospectus.             

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EX-1.1 19th Page of 36 TOC 1st Previous Next ↓Bottom Just 19th
If any of the conditions specified in this Section 6      
shall not have been fulfilled in all material respects with                     
respect to the particular Offered Certificates of a Series when                 
and as provided in this Agreement and the related Terms                         
Agreement, or if any of the opinions and certificates mentioned                 
above or elsewhere in this Agreement and the related Terms                      
Agreement shall not be in all material respects reasonably                      
satisfactory in form and substance to the Underwriter and its                   
counsel, this Agreement (with respect to the related Offered                    
Certificates) and the related Terms Agreement and all obligations               
of the Underwriter hereunder (with respect to the related Offered               
Certificates) and thereunder may be canceled at, or at any time                 
prior to, the related Closing Date by the Underwriter. Notice of                
such cancellation shall be given to the Company in writing, or by               
telephone or telegraph confirmed in writing.                                    

7. Indemnification and Contribution. (a) The Company      
agrees to indemnify and hold harmless the Underwriter and each                  
person who controls the Underwriter within the meaning of the Act               
or the Exchange Act against any and all losses, claims, damages                 
or liabilities, joint or several, to which they or any of them                  
may become subject under the Act, the Exchange Act, or other                    
Federal or state statutory law or regulation, at common law or                  
otherwise, insofar as such losses, claims, damages or liabilities               
(or actions in respect thereof) arise out of or are based upon                  
any untrue statement or alleged untrue statement of a material                  
fact contained in the Registration Statement relating to the                    
Offered Certificates of the applicable Series as it became                      
effective or in any amendment or supplement thereof, or in such                 
Registration Statement or the related Prospectus, or in any                     
amendment thereof, or in the Detailed Description referred to in                
such Prospectus or arise out of or are based upon the omission or               
alleged omission (in the case of any Computational Materials or                 
ABS Term Sheets (in each case, as defined herein) in respect of                 
which the Company agrees to indemnify the Underwriter, as set                   
forth below, when such are read in conjunction with the related                 
Prospectus and Prospectus Supplement) to state therein a material               
fact required to be stated therein or necessary to make the                     
statements therein not misleading, and agrees to reimburse each                 
such indemnified party for any legal or other expenses reasonably               
incurred by them in connection with investigating or defending                  
any such loss, claim, damage, liability or action; provided,                    
however, that (i) the Company will not be liable in any such case               
to the extent that any such loss, claim, damage or liability                    
arises out of or is based upon any such untrue statement or                     
alleged untrue statement or omission or alleged omission made                   
therein (A) in reliance upon and in conformity with written                     
information furnished to the Company as herein stated by or on                  
behalf of the Underwriter specifically for use in connection with               
the preparation thereof or (B) in any Current Report or any                     
amendment or supplement thereof, except to the extent that any                  
untrue statement or alleged untrue statement therein or omission                

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EX-1.1 20th Page of 36 TOC 1st Previous Next ↓Bottom Just 20th
therefrom results (or is alleged to have resulted) directly from                
an error (a "Mortgage Pool Error") in the information concerning                
the characteristics of the Mortgage Loans furnished by the                      
Company to the Underwriter in writing or by electronic                          
transmission that was used in the preparation of either (x) any                 
Computational Materials or ABS Term Sheets (or amendments or                    
supplements thereof) included in such Current Report (or                        
amendment or supplement thereof) or (y) any written or electronic               
materials furnished to prospective investors on which the                       
Computational Materials (or amendments or supplements) were                     
based, (ii) such indemnity with respect to any Corrected                        
Statement (as defined below) in such Prospectus (or supplement                  
thereto) shall not inure to the benefit of the Underwriter (or                  
any person controlling the Underwriter) from whom the person                    
asserting any loss, claim, damage or liability purchased the                    
Certificates of the related Series that are the subject thereof                 
if such person did not receive a copy of a supplement to such                   
Prospectus at or prior to the confirmation of the sale of such                  
Certificates and the untrue statement or omission of a material                 
fact contained in such Prospectus (or supplement thereto) was                   
corrected (a "Corrected Statement") in such other supplement and                
such supplement was furnished by the Company to the Underwriter                 
prior to the delivery of such confirmation, and (iii) such                      
indemnity with respect to any Mortgage Pool Error shall not inure               
to the benefit of the Underwriter (or any person controlling the                
Underwriter) from whom the person asserting any loss, claim,                    
damage or liability received any Computational Materials (or any                
written or electronic materials on which the Computational                      
Materials are based) or ABS Term Sheets that were prepared on the               
basis of such Mortgage Pool Error, if, prior to the time of                     
confirmation of the sale of the applicable Certificates to such                 
person, the Company notified the Underwriter in writing of the                  
Mortgage Pool Error or provided in written or electronic form                   
information superseding or correcting such Mortgage Pool Error                  
(in any such case, a "Corrected Mortgage Pool Error"), and the                  
Underwriter failed to notify such person thereof or to deliver to               
such person corrected Computational Materials (or underlying                    
written or electronic materials) or ABS Term Sheets. This                       
indemnity agreement will be in addition to any liability which                  
the Company may otherwise have.                                                 

(b) The Underwriter agrees to indemnify and hold          
harmless the Company, each of its directors, each of its officers               
who signs the Registration Statement relating to the Offered                    
Certificates of the applicable Series, and each person who                      
controls the Company within the meaning of the Act or the                       
Exchange Act to the same extent as the foregoing indemnities from               
the Company to the Underwriter, but only with reference to (A)                  
written information furnished to the Company by or on behalf of                 
the Underwriter specifically for use in the preparation of the                  
documents referred to in the foregoing indemnity with respect to                
the related Series, or (B) any Computational Materials or ABS                   

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EX-1.1 21st Page of 36 TOC 1st Previous Next ↓Bottom Just 21st
Term Sheets (or amendments or supplements thereof) furnished to                 
the Company by the Underwriter pursuant to Section 8 or Section 9               
and incorporated by reference in such Registration Statement or                 
the related Prospectus or any amendment or supplement thereof                   
(except that no such indemnity shall be available for any losses,               
claims, damages or liabilities, or actions in respect thereof,                  
resulting from any Mortgage Pool Error, other than a Corrected                  
Mortgage Pool Error). This indemnity agreement will be in                       
addition to any liability which the Underwriter may otherwise                   
have. The Company acknowledges that the statements set forth in                 
the second sentence of the ante-penultimate paragraph, the first                
sentence of the penultimate paragraph, and in the last paragraph                
appearing on the cover page of the related Prospectus Supplement                
as such statements relate to such Offered Certificates and the                  
second sentence of the first paragraph under the heading "Plan of               
Distribution" in such Prospectus Supplement as such statements                  
relate to such Offered Certificates constitute the only                         
information furnished in writing by or on behalf of the                         
Underwriter for inclusion in the related Prospectus (other than                 
any Computational Materials or ABS Term Sheets (or amendments or                
supplements thereof) furnished to the Company by the                            
Underwriter), and the Underwriter confirms that such statements                 
are correct.                                                                    

(c) Promptly after receipt by an indemnified party        
under Section 7 of notice of the commencement of any action, such               
indemnified party will, if a claim in respect thereof is to be                  
made against the indemnifying party under this Section 7, notify                
the indemnifying party in writing of the commencement thereof;                  
but the omission so to notify the indemnifying party will not                   
relieve it from any liability which it may have to any                          
indemnified party otherwise than under this Section 7. In case                  
any such action is brought against any indemnified party, and it                
notifies the indemnifying party of the commencement thereof, the                
indemnifying party will be entitled to participate therein, and                 
to the extent that it may elect by written notice delivered to                  
the indemnified party promptly after receiving the aforesaid                    
notice from such indemnified party, to assume the defense                       
thereof, with counsel satisfactory to such indemnified party;                   
provided, however, that if the defendants in any such action                    
include both the indemnified party and the indemnifying party and               
the indemnified party shall have reasonably concluded that there                
may be legal defenses available to it and/or other indemnified                  
parties which are different from or additional to those available               
to the indemnifying party, the indemnified party or parties shall               
have the right to select separate counsel to assert such legal                  
defenses and to otherwise participate in the defense of such                    
action on behalf of such indemnified party or parties. Upon                     
receipt of notice from the indemnifying party to such indemnified               
party of its election so to assume the defense of such action and               
approval by the indemnified party of counsel, the indemnifying                  
party will not be liable to such indemnified party under this                   

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EX-1.1 22nd Page of 36 TOC 1st Previous Next ↓Bottom Just 22nd
Section 7 for any legal or other expenses subsequently incurred                 
by such indemnified party in connection with the defense thereof                
unless (i) the indemnified party shall have employed separate                   
counsel in connection with the assertion of legal defenses in                   
accordance with the proviso to the next preceding sentence (it                  
being understood, however, that the indemnifying party shall not                
be liable for the expenses of more than one separate counsel                    
approved by the indemnified party in the case of subparagraph (a)               
or (b), representing the indemnified parties under subparagraph                 
(a) or (b), who are parties to such action), (ii) the                           
indemnifying party shall not have employed counsel satisfactory                 
to the indemnified party to represent the indemnified party                     
within a reasonable time after notice of commencement of the                    
action or (iii) the indemnifying party has authorized the                       
employment of counsel for the indemnified party at the expense of               
the indemnifying party; and except that, if clause (i) or (iii)                 
is applicable, such liability shall be only in respect of the                   
counsel referred to in such clause (i) or (iii).                                

(d) If the indemnification provided for in paragraph      
(a) or (b) of this Section 7 is due in accordance with its terms                
but is for any reason held by a court to be unavailable from the                
Company or the Underwriter, on grounds of policy or otherwise, or               
if the indemnified party failed to give notice under paragraph                  
(c) of this Section 7 in respect of a claim otherwise subject to                
indemnification in accordance with paragraph (a) or (b) of this                 
Section 7, the Company and the Underwriter shall contribute to                  
the aggregate losses, claims, damages and liabilities (including                
legal and other expenses reasonably incurred in connection with                 
investigating or defending same) to which the Company and the                   
Underwriter may be subject, as follows:                                         

(i) in the case of any losses, claims, damages and        
liabilities (or actions in respect thereof) which do not            
arise out of or are not based upon any untrue statement or          
omission of a material fact in any Computational Materials          
or ABS Term Sheets (or any amendments or supplements                
thereof), in such proportion so that the Underwriter is             
responsible for that portion represented by the difference          
between the proceeds to the Company in respect of the               
Offered Certificates appearing on the cover page of the             
Prospectus Supplement for the related Series and the total          
proceeds received by the Underwriter from the sale of such          
Offered Certificates (the "Underwriting Discount"), and the         
Company is responsible for the balance; provided, however,          
that in no case shall the Underwriter be responsible under          
this subparagraph (i) for any amount in excess of such              
Underwriting Discount applicable to the Offered                     
Certificates purchased by the Underwriter pursuant to this          
Agreement and the related Terms Agreement; and                      

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EX-1.1 23rd Page of 36 TOC 1st Previous Next ↓Bottom Just 23rd
(ii) in the case of any losses, claims, damages and         
liabilities (or actions in respect thereof) which arise out         
of or are based upon any untrue statement or omission of a          
material fact in any Computational Materials or ABS Term            
Sheets (or any amendments or supplements thereof) or in any         
written or electronic materials distributed to prospective          
investors on which the Computational Materials are based,           
in such proportion as is appropriate to reflect the                 
relative fault of the Company on the one hand and the               
Underwriter on the other in connection with the statements          
or omissions which resulted in such losses, claims, damages         
or liabilities (or actions in respect thereof) as well as           
any other relevant equitable considerations; provided,              
however, that in no case shall the Underwriter be                   
responsible under this subparagraph (ii) for any amount in          
excess of the aggregate Purchase Price for the Offered              
Certificates. The relative fault shall be determined by             
reference to, among other things, whether the untrue or             
alleged untrue statement of a material fact or the omission         
or alleged omission to state a material fact in such                
Computational Materials or ABS Term Sheets (or any                  
amendments or supplements thereof or such written or                
electronic materials) results from information prepared by          
the Company on the one hand or the Underwriter on the other         
and the parties' relative intent, knowledge, access to              
information and opportunity to correct or prevent such              
statement or omission.                                              

Notwithstanding anything to the contrary in this Section 7(d), no               
person guilty of fraudulent misrepresentation (within the meaning               
of Section 11(f) of the Act) shall be entitled to contribution                  
from any person who was not guilty of such fraudulent                           
misrepresentation. For purposes of this Section 7, each person                  
who controls the Underwriter within the meaning of either the Act               
or the Exchange Act shall have the same rights to contribution as               
the Underwriter, and each person who controls the Company within                
the meaning of either the Act or the Exchange Act, each officer                 
of the Company who shall have signed the Registration Statement                 
and each director of the Company shall have the same rights to                  
contribution as the Company, subject in each case to the                        
immediately preceding sentence of this paragraph (d).                           

8. Computational Materials and Structural Term Sheets.    
(a) Not later than 10:30 a.m., New York time, on the business day               
before the date on which the Current Report relating to the                     
Offered Certificates of a Series is required to be filed by the                 
Company with the Commission pursuant to Section 5(b) hereof, the                
Underwriter shall deliver to the Company five complete copies of                
all materials provided by the Underwriter to prospective                        
investors in such Offered Certificates that constitute (i)                      
"Computational Materials" within the meaning of the no-action                   
letter dated May 20, 1994 issued by the Division of Corporation                 
Finance of the Commission to Kidder, Peabody                                    

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Acceptance Corporation I, Kidder, Peabody & Co. Incorporated, and               
Kidder Structured Asset Corporation and the no-action letter                    
dated May 27, 1994 issued by the Division of Corporation Finance                
of the Commission to the Public Securities Association (together,               
the "Kidder Letters"), the filing of which material is a                        
condition of the relief granted in such letter (such materials                  
being the "Computational Materials"), and (ii) "Structural Term                 
Sheets" within the meaning of the no-action letter dated February               
17, 1995 issued by the Division of Corporation Finance of the                   
Commission to the Public Securities Association (the "PSA                       
Letter"), the filing of which material is a condition of the                    
relief granted in such letter (such materials being the                         
"Structural Term Sheets"). Each delivery of Computational                       
Materials and Structural Term Sheets to the Company pursuant to                 
this paragraph (a) shall be effected by delivering four copies of               
such materials to counsel for the Company on behalf of the                      
Company at the address specified in Section 3 hereof and one copy               
of such materials to the Company.                                               

(b) The Underwriter represents and warrants to and        
agrees with the Company, as of the date of the related Terms                    
Agreement and as of the Closing Date, that:                                     

(i) the Computational Materials furnished to the
Company pursuant to Section 8(a) constitute (either in    
original, aggregated or consolidated form) all of the     
materials furnished to prospective investors by the       
Underwriter prior to the time of delivery thereof to      
the Company that are required to be filed with the        
Commission with respect to the related Offered            
Certificates in accordance with the Kidder Letters,       
and such Computational Materials comply with the          
requirements of the Kidder Letters;                       

(ii) the Structural Term Sheets furnished to the  
Company pursuant to Section 8(a) constitute all of the    
materials furnished to prospective investors by the       
Underwriter prior to the time of delivery thereof to      
the Company that are required to be filed with the        
Commission as "Structural Term Sheets" with respect to    
the related Offered Certificates in accordance with       
the PSA Letter, and such Structural Term Sheets comply    
with the requirements of the PSA Letter; and              

(iii) on the date any such Computational Materials  
or Structural Term Sheets with respect to such Offered    
Certificates (or any written or electronic materials      
furnished to prospective investors on which the           
Computational Materials are based) were last furnished    
to each prospective investor and on the date of           
delivery thereof to the Company pursuant to Section       
8(a) and on the related Closing Date, such                

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Computational Materials (or such other materials) or      
Structural Term Sheets did not and will not include       
any untrue statement of a material fact or, when read     
in conjunction with the related Prospectus and            
Prospectus Supplement, omit to state a material fact      
required to be stated therein or necessary to make the    
statements therein not misleading.                        

Notwithstanding the foregoing, the Underwriter makes no                         
representation or warranty as to whether any Computational                      
Materials or Structural Term Sheets (or any written or electronic               
materials on which the Computational Materials are based)                       
included or will include any untrue statement resulting directly                
from any Mortgage Pool Error (except any Corrected Mortgage Pool                
Error, with respect to materials prepared after the receipt by                  
the Underwriter from the Company of notice of such Corrected                    
Mortgage Pool Error or materials superseding or correcting such                 
Corrected Mortgage Pool Error).                                                 

(c) The Underwriter shall cause a firm of public          
accountants to furnish to the Company a letter, dated as of the                 
date on which the Underwriter delivers any Computational                        
Materials (which term shall be deemed to include, for purposes of               
this paragraph (c), calculated statistical information delivered                
to prospective investors in the form of a Structural Term Sheet)                
to the Company pursuant to Section 8(a), in form and substance                  
satisfactory to the Company, stating in effect that they have                   
verified the mathematical accuracy of any calculations performed                
by the Underwriter and set forth in such Computational Materials.               

(d) The Underwriter acknowledges and agrees that any      
Computational Materials or Structural Term Sheets with respect to               
Series 1998-1 and any subsequent Series of Certificates as to                   
which it acts as Underwriter have been prepared and disseminated                
by the Underwriter and not by or on behalf of the Company, and                  
that such materials included and shall include a disclaimer in                  
form satisfactory to the Company to the effect that such                        
materials have been prepared and disseminated by the Underwriter,               
and that the content and accuracy of such materials have not been               
reviewed by the Company.                                                        

(e) If, at any time when a prospectus relating to the     
Offered Certificates of a Series is required to be delivered                    
under the Act, it shall be necessary to amend or supplement the                 
related Prospectus as a result of an untrue statement of a                      
material fact contained in any Computational Materials or                       
Structural Term Sheets provided by the Underwriter pursuant to                  
this Section 8 or the omission to state therein a material fact                 
required, when considered in conjunction with the related                       
Prospectus and Prospectus Supplement, to be stated therein or                   
necessary to make the statements therein, when read in                          
conjunction with the related Prospectus and Prospectus                          

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Supplement, not misleading, or if it shall be necessary to amend                
or supplement any Current Report relating to any Computational                  
Materials or Structural Term Sheets to comply with the Act or the               
rules thereunder, the Underwriter promptly will prepare and                     
furnish to the Company for filing with the Commission an                        
amendment or supplement which will correct such statement or                    
omission or an amendment which will effect such compliance. The                 
Underwriter represents and warrants to the Company, as of the                   
date of delivery of such amendment or supplement to the Company,                
that such amendment or supplement will not include any untrue                   
statement of a material fact or, when read in conjunction with                  
the related Prospectus and Prospectus Supplement, omit to state a               
material fact required to be stated therein or necessary to make                
the statements therein not misleading; provided, however, that                  
the Underwriter makes no representation or warranty as to whether               
any such amendment or supplement will include any untrue                        
statement resulting directly from any Mortgage Pool Error (except               
any Corrected Mortgage Pool Error, with respect to any such                     
amendment or supplement prepared after the receipt by the                       
Underwriter from the Company of notice of such Corrected Mortgage               
Pool Error or materials superseding or correcting such Corrected                
Mortgage Pool Error). The Company shall have no obligation to                   
file such amendment or supplement if the Company determines that                
(i) such amendment or supplement contains any untrue statement of               
a material fact or, when read in conjunction with the related                   
Prospectus and Prospectus Supplement, omits to state a material                 
fact required to be stated therein or necessary to make the                     
statements therein not misleading; it being understood, however,                
that the Company shall have no obligation to review or pass upon                
the accuracy or adequacy of, or to correct, any such amendment or               
supplement provided by the Underwriter to the Company pursuant to               
this paragraph (e) or (ii) such filing is not required under the                
Act.                                                                            

9. Collateral Term Sheets. (a) Prior to the delivery      
of any "Collateral Term Sheet" within the meaning of the PSA                    
Letter, the filing of which material is a condition of the relief               
granted in such letter (such material being the "Collateral Term                
Sheets"), to a prospective investor in any Offered Certificates,                
the Underwriter shall, in order to facilitate the timely filing                 
of such material with the Commission, notify the Company and its                
counsel by telephone of its intention to deliver such materials                 
and the approximate date on which the first such delivery of such               
materials is expected to occur. Not later than 10:30 a.m., New                  
York time, on the business day immediately following the date on                
which any Collateral Term Sheet was first delivered to a                        
prospective investor in such Offered Certificates, the                          
Underwriter shall deliver to the Company five complete copies of                
all materials provided by the Underwriter to prospective                        
investors in the Offered Certificates that constitute "Collateral               
Term Sheets." Each delivery of a Collateral Term Sheet to the                   
Company pursuant to this paragraph                                              

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(a) shall be effected by delivering four copies of such materials               
to counsel for the Company on behalf of the Company at the                      
address specified in Section 3 hereof and one copy of such                      
materials to the Company. (Collateral Term Sheets and Structural                
Term Sheets are, together, referred to herein as "ABS Term                      
Sheets.") At the time of each such delivery, the Underwriter                    
shall indicate in writing that the materials being delivered                    
constitute Collateral Term Sheets, and, if there has been any                   
prior such delivery with respect to the related Series, shall                   
indicate whether such materials differ in any material respect                  
from any Collateral Term Sheets previously delivered to the                     
Company with respect to such Series pursuant to this Section 9(a)               
as a result of the occurrence of a material change in the                       
characteristics of the related Mortgage Loans.                                  

(b) The Underwriter represents and warrants to and        
agrees with the Company as of the date of the related Terms                     
Agreement and as of the Closing Date, that:                                     

     (i) The Collateral Term Sheets furnished to
the Company pursuant to Section 9(a) constitute all of the          
materials furnished to prospective investors by the                 
Underwriter prior to time of delivery thereof to the                
Company that are required to be filed with the Commission           
as "Collateral Term Sheets" with respect to the related             
Offered Certificates in accordance with the PSA Letter, and         
such Collateral Term Sheets comply with the requirements of         
the PSA Letter; and                                                 

 (ii) On the date any such Collateral Term
Sheets with respect to such Offered Certificates were last          
furnished to each prospective investor and on the date of           
delivery thereof to the Company pursuant to Section 9(a)            
and on the related Closing Date, such Collateral Term               
Sheets did not and will not include any untrue statement of         
a material fact or, when read in conjunction with the               
Prospectus and Prospectus Supplement, omit to state a               
material fact required to be stated therein or necessary to         
make the statements therein not misleading.                         

Notwithstanding the foregoing, the Underwriter makes no                         
representation or warranty as to whether any Collateral Term                    
Sheet included or will include any untrue statement or material                 
omission resulting directly from any Mortgage Pool Error (except                
any Corrected Mortgage Pool Error, with respect to materials                    
prepared after the receipt by the Underwriter from the Company of               
notice of such Corrected Mortgage Pool Error or materials                       
superseding or correcting such Corrected Mortgage Pool Error).                  

(c) The Underwriter acknowledges and agrees that any      
Collateral Term Sheets with respect to any Series of Certificates               
furnished to prospective investors from and after the date hereof               

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will have been prepared and disseminated by the Underwriter and                 
not by or on behalf of the Company, and that such materials shall               
include a disclaimer in form satisfactory to the Company to the                 
effect set forth in Section 8(d) hereof, and to the effect that                 
the information contained in such materials supersedes the                      
information contained in any prior Collateral Term Sheet with                   
respect to such Series of Offered Certificates and will be                      
superseded by the description of the related Mortgage Loans in                  
the related Prospectus Supplement and in the Detailed Description               
relating to such Prospectus Supplement to be filed under cover of               
Form 8-K. The Underwriter agrees that it will not represent to                  
prospective investors that any Collateral Term Sheets were                      
prepared or disseminated on behalf of the Company.                              

(d) If, at any time when a prospectus relating to the     
Offered Certificates of a Series is required to be delivered                    
under the Act, it shall be necessary to amend or supplement the                 
related Prospectus as a result of an untrue statement of a                      
material fact contained in any Collateral Term Sheets provided by               
the Underwriter pursuant to this Section 9 or the omission to                   
state therein a material fact required, when considered in                      
conjunction with the related Prospectus and Prospectus                          
Supplement, to be stated therein or necessary to make the                       
statements therein, when read in conjunction with the related                   
Prospectus and Prospectus Supplement, not misleading, or if it                  
shall be necessary to amend or supplement any Current Report                    
relating to any Collateral Term Sheets to comply with the Act or                
the rules thereunder, the Underwriter promptly will prepare and                 
furnish to the Company for filing with the Commission an                        
amendment or supplement which will correct such statement or                    
omission or an amendment which will effect such compliance. The                 
Underwriter represents and warrants to the Company, as of the                   
date of delivery of such amendment or supplement to the Company,                
that such amendment or supplement will not include any untrue                   
statement of a material fact or, when read in conjunction with                  
the related Prospectus and Prospectus Supplement, omit to state a               
material fact required to be stated therein or necessary to make                
the statements therein not misleading; provided, however, the                   
Underwriter makes no representation or warranty as to whether any               
such amendment or supplement will include any untrue statement                  
resulting directly from any Mortgage Pool Error (except any                     
Corrected Mortgage Pool Error, with respect to any such amendment               
or supplement prepared after the receipt by the Underwriter from                
the Company of notice of such Corrected Mortgage Pool Error or                  
materials superseding or correcting such Corrected Mortgage Pool                
Error). The Company shall have no obligation to file such                       
amendment or supplement if the Company determines that (i) such                 
amendment or supplement contains any untrue statement of a                      
material fact or, when read in conjunction with the related                     
Prospectus and Prospectus Supplement, omits to state a material                 
fact required to be stated therein or necessary to make the                     
statements therein not misleading; it being understood, however,                

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that the Company shall have no obligation to review or pass upon                
the accuracy or adequacy of, or to correct, any such amendment or               
supplement provided by the Underwriter to the Company pursuant to               
this paragraph (d) or (ii) such filing is not required under the                
Act.                                                                            

10. Termination. This Agreement (with respect to a        
particular Certificate Offering) and the related Terms Agreement                
shall be subject to termination in the absolute discretion of the               
Underwriter, by notice given to the Company prior to delivery of                
and payment for the related Offered Certificates, if prior to the               
related Closing Date (i) trading in securities generally on the                 
New York Stock Exchange shall have been suspended or materially                 
limited, (ii) a general moratorium on commercial banking                        
activities in New York shall have been declared by either federal               
or New York State authorities, or (iii) there shall have occurred               
any outbreak or material escalation of hostilities or other                     
calamity or crisis the effect of which on the financial markets                 
of the United States is such as to make it, in the reasonable                   
judgment of the Underwriter, impracticable to market such Offered               
Certificates.                                                                   

11. Representations and Indemnities to Survive            
Delivery. The agreements, representations, warranties,                          
indemnities and other statements of the Company or its officers                 
and of the Underwriter set forth in or made pursuant to this                    
Agreement and the related Terms Agreement will remain in full                   
force and effect, regardless of any investigation made by or on                 
behalf of the Underwriter or the Company or any of the officers,                
directors or controlling persons referred to in Section 7 hereof,               
and will survive delivery of and payment for the related Offered                
Certificates. The provisions of Section 7 hereof shall survive                  
the termination or cancellation of this Agreement and the related               
Terms Agreement.                                                                

12. Successors. This Agreement and the related Terms      
Agreement will inure to the benefit of and be binding upon the                  
parties hereto and thereto and their respective successors and                  
the officers, directors and controlling persons referred to in                  
Section 7 hereof, and their successors and assigns, and no other                
person will have any right or obligation hereunder or thereunder.               
No purchaser of any Offered Certificate from the Underwriter                    
shall be deemed a successor or assign by reason of such purchase.               

13.  APPLICABLE LAW.  THIS AGREEMENT AND THE RELATED      
TERMS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE                
WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS                
MADE AND TO BE PERFORMED THEREIN.                                               

14.  Miscellaneous.  This Agreement, as supplemented by   
the related Terms Agreement, supersedes all prior and                           
contemporaneous agreements and understandings relating to the                   

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subject matter hereof. This Agreement and the related Terms                     
Agreement or any term of each may not be changed, waived,                       
discharged or terminated except by an affirmative written                       
agreement made by the party against whom enforcement of the                     
change, waiver, discharge or termination is sought. The headings                
in this Agreement and the related Terms Agreement are for                       
purposes of reference only and shall not limit or otherwise                     
affect the meaning hereof or thereof.                                           

15.  Notices.  All communications hereunder will be in    
writing and effective only on receipt, and, if sent to the                      
Underwriter, will be delivered to it at the address first above                 
written; or if sent to the Company, will be delivered to GE                     
Capital Mortgage Services, Inc., Three Executive Campus, Cherry                 
Hill, New Jersey  08002, Attention: General Counsel.                            

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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                      
Company and the Underwriter.                                                    

Very truly yours, 

                GE CAPITAL MORTGAGE SERVICES, INC.

               By:______________________________
Name:         
Title:        

The foregoing Agreement is                                                      
hereby confirmed and accepted                                                   
as of the date first above written.                                             

MERRILL LYNCH, PIERCE, FENNER & SMITH                                           
INCORPORATED                                          

By:_________________________________                                            
Name:                                                                     
Title:                                                                    

EX-1.1 32nd Page of 36 TOC 1st Previous Next ↓Bottom Just 32nd
                                             EXHIBIT A

GE CAPITAL MORTGAGE SERVICES, INC.              

REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES             
SERIES ____-__              

TERMS AGREEMENT               
(to Underwriting Agreement,               
dated January 22, 1998              
between the Company and the Underwriter)              

GE Capital Mortgage Services, Inc.               New York, New York             
Three Executive Campus                                       [Date]             
Cherry Hill, NJ 08002                                                           

Merrill Lynch, Pierce, Fenner & Smith Incorporated        
(the "Underwriter") agrees, subject to the terms and provisions                 
herein and of the captioned Underwriting Agreement (the                         
"Underwriting Agreement"), to purchase such Classes of Series                   
____-__ Certificates specified in Section 2(a) hereof (the                      
"Offered Certificates"). This letter supplements and modifies the               
Underwriting Agreement solely as it relates to the purchase and                 
sale of the Offered Certificates described below. The Series                    
____-__ Certificates are registered with the Securities and                     
Exchange Commission by means of an effective Registration                       
Statement (No. 33-___). Capitalized terms used and not defined                  
herein have the meanings given them in the Underwriting                         
Agreement.                                                                      

Section 1. The Mortgage Pool: The Series ____-__          
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 ________ __, ____ (the "Cut-off                 
Date"):                                                                         

(a) Aggregate Principal Amount of the Mortgage Pool:      
$[ ] aggregate principal balance as of the Cutoff Date,             
subject to [an upward or downward variance of up to [ ]%,           
the precise aggregate principal balance to be determined by         
the Company][a permitted variance such that the aggregate           
Scheduled Principal Balance thereof will be not less than           
$[ ] or greater than $[ ]].                                         

(b)  Original Terms to Maturity:  The original term to    
maturity of each Mortgage Loan included in the Mortgage Pool        
shall be between ___ and ___ years.                                 

A-1               

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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)[and, as to any                 
particular Class, to an upward or downward variance of up           
to [ ]%]:                                                           

Principal      Interest           Class Purchase
Class            Balance         Rate            Price Percentage               
-----            -------         ----            ----------------               

(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 Certificates Principal Balance thereof plus                   
accrued interest at the rate of [ ]% per annum from and including               
the Cut-off Date up to, but not including, _________ __, ____                   
(the "Closing Date").                                                           

Section 4. Required Ratings: The Offered                  
Certificates shall have received Required Ratings of at least                   
[   ] from [   ].                                                               

Section 5. Tax Treatment: [One or more elections          
will be made to treat the assets of the Trust Fund as a REMIC.]                 
[The Trust Fund will be treated as a "grantor trust" for federal                
income tax purposes.]                                                           

[Section 6. Additional Expenses:]*                        

--------                                                                        
* to be inserted if applicable.                                                 

A-2               

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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,               

         MERRILL LYNCH, PIERCE, FENNER & SMITH
        INCORPORATED

         By:__________________________________
Name:                 
Title:                

The foregoing Agreement is                                                      
hereby confirmed and accepted                                                   
as of the date first above written.                                             

GE CAPITAL MORTGAGE SERVICES, INC.                                              

By:_______________________________                                              
Name:                                                                     
Title:                                                                    

A-3               

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                                                                   Execution

GE CAPITAL MORTGAGE SERVICES, INC.

REMIC MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-12

 TERMS AGREEMENT
 ---------------
 (to Underwriting Agreement,
 dated January 22, 1998,
between the Company and the Underwriter)

GE Capital Mortgage Services, Inc.                           New York, New York 
Three Executive Campus                                             May 24, 1999 
Cherry Hill, NJ  08002                                                          

Merrill Lynch, Pierce, Fenner & Smith 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 1999-12 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 1999-12 Certificates are registered    
with the Securities and Exchange Commission by means of an effective            
Registration Statement (Nos. 333-68951 and 333-68951-01). Capitalized terms used
and not defined herein have the meanings given them in the Underwriting         
Agreement.                                                                      

Section 1. The Mortgage Pool: The Series 1999-12 Certificates shall   
evidence the entire beneficial ownership interest in a mortgage pool (the       
"Mortgage Pool") of conventional, fixed-rate, first-lien, fully-amortizing, one-
to four-family residential mortgage loans (the "Mortgage Loans") having the     
following characteristics as of May 1, 1999 (the "Cut-off Date"):               

     (a) Aggregate Principal Amount of the Mortgage Pool: $192,660,137
    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 $190,000,000 or greater than $210,000,000.      

    (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 9 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): 

                                                 Class
            Principal           Interest          Purchase Price
Class                Balance              Rate              Percentage          
-----                -------              ----              ----------          

Class A1        $  12,432,345.00          6.25%             99.515625%          
Class A2           45,392,413.00          6.25              99.515625           
Class A3          130,000,000.00          6.25              99.515625           
Class R                   100.00          6.25              99.515625           

         (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 27, 1999 (the "Closing 
Date").                                                                         

   Section 4. Required Ratings: The Offered Certificates shall have received
Required Ratings of at least "AAA" from each of Fitch IBCA, Inc. and Standard   
and Poor's Rating Services, a division of The McGraw-Hill Companies, Inc.       

   Section 5. Tax Treatment: One or more elections will be made to treat the
assets of the Trust Fund as a REMIC.                                            

EX-1.1 Last Page of 36 TOC 1st Previous Next ↓Bottom Just 36th
     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,

                        MERRILL LYNCH, PIERCE FENNER & SMITH
                        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:

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K’ Filing	Date	First	Last	Other Filings

	6/10/99			8-K
Filed on:	6/9/99
For Period End:	5/27/99	35		424B5, 8-K
	5/24/99	35		8-K
	5/1/99	35
	1/22/98	1	35
	2/17/95	24
	5/27/94	24
	5/20/94	23
				List all Filings

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Filing Submission 0000903423-99-000211 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Ge Capital Mortgage Services Inc – ‘8-K’ for 5/27/99 – EX-1.1

On: Wednesday, 6/9/99 · For: 5/27/99 · Accession #: 903423-99-211 · File #: 33-05042

Previous ‘8-K’: ‘8-K’ on 6/8/99 for 5/25/99 · Next: ‘8-K’ on 6/10/99 for 5/27/99 · Latest: ‘8-K’ on 4/4/01 for 3/26/01

Current Report — Form 8-KFiling Table of Contents

EX-1.1 — Underwriting AgreementExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K
Filing Table of Contents

EX-1.1 — Underwriting Agreement
Exhibit Table of Contents