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Ge Capital Mortgage Services Inc – ‘8-K’ for 3/25/99 – EX-1.1

As of: Friday, 4/9/99 · For: 3/25/99 · Accession #: 903423-99-163 · File #: 333-24935

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

 4/09/99  Ge Capital Mortgage Services Inc  8-K:2,7     3/25/99    3:1.3M                                   Cleary Gottlieb Ste… LLP

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                        12     56K 
 2: EX-1.1      Underwriting Agreement                                42    154K 
 3: EX-4.1      Pooling and Servicing Agreement                      416±  1.82M

EX-1.1 — Underwriting Agreement
Exhibit Table of Contents

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

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                                             EXECUTION

GE CAPITAL MORTGAGE SERVICES, INC.              

PASS-THROUGH CERTIFICATES               
(Issuable in Series)              

UNDERWRITING AGREEMENT              

Prudential Securities Incorporated               New York, New York             
One New York Plaza                               September 24, 1996             
New York, New York 10292                                                        

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 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 the trustee named therein (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 a pool of closed end, fixed rate,                
first- or second-lien, home equity mortgage loans (the "Mortgage                
Loans") having the original terms to maturity, interest rate                    
types and amortization characteristics specified in the related                 
Terms Agreement referred to hereinbelow. If specified in the                    
related Prospectus Supplement, the Certificates will have the                   
benefit of a Supplemental Agreement, dated as of the respective                 
Cut-off Date (the "Supplemental Agreement"), among the Company,                 
General Electric Capital Corporation ("GECC") and the Trustee. 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 investment conduit (each, a "REMIC") for                   
federal income tax purposes.                                                    

EX-1.1 2nd Page of 42 TOC 1st Previous Next ↓Bottom Just 2nd
Underwritten offerings of Certificates may be made        
through you or through an underwriting syndicate managed by you.                
The Company proposes to sell one or more Series of the                          
Certificates to you and to each of the other several                            
underwriters, if any, participating in an underwriting syndicate                
managed by you. It is understood, however, that the Company may                 
elect to retain, through the execution of one or more                           
underwriting agreements in addition to this Agreement, one or                   
more additional underwriters other than you to underwrite, or                   
manage the underwriting syndicate with respect to, any offering                 
of one or more Series of its Certificates.                                      

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 and such other                     
underwriters, if any, selected by you as have authorized you to                 
enter into such Terms Agreement on their behalf (the underwriters               
designated in any such Terms Agreement being referred to herein                 
as "Underwriters," which term shall include you whether acting                  
alone in the sale of any Offered Certificates of any series or as               
a member of an underwriting syndicate). 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, and this Agreement and such Terms                  
Agreement shall inure to the benefit of and be binding upon each                
underwriter participating in the offering of such Offered                       
Certificates. 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                      
Underwriters (the "Offered Certificates"), the principal balance                
or balances of the Offered Certificates, each subject to any                    
stated variance, the names of the Underwriters participating in                 
such offering (subject to substitution as provided in Section 12                
hereof) and the price or prices at which such Offered                           
Certificates are to be purchased by the Underwriters from the                   
Company.                                                                        

1.   Representations and Warranties.  (a) The Company     
represents and warrants to and agrees with the Underwriters, 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          

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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 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 "Final            
Prospectus". Any preliminary prospectus, including any    
preliminary prospectus supplement which, as completed,    
is proposed to be used in connection with the sale of     
a Series of Offered Certificates and any prospectus       
filed with the Commission pursuant to Rule 424(a) of      
the Act is hereinafter referred to as a "Preliminary      
Prospectus"; it being understood that the Company is      
not obligated to prepare any such Preliminary             
Prospectus without its consent. Any reference herein      
to the terms "amend," "amendment" or "supplement" with    
respect to the Registration Statement, the Preliminary    
Prospectus, the Final 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 Preliminary Prospectus, the         
Final 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   

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Date (as defined in Section 3 below), the related         
Registration Statement and the related Final              
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 Final 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 Final 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 Final    
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 Final Prospectus (or any supplement     
thereto) in reliance upon and in conformity with          
written information furnished to the Company by or on     
behalf of the Underwriters specifically for use in the    
preparation thereof or (B) any Current Report (as         
defined in Section 5(b) below), or in any amendment       
thereof or supplement thereto, incorporated by            
reference in such Registration Statement or such Final    
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 Final Prospectus; 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     

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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, if applicable,       
the related Supplemental Agreement and, assuming the      
due authorization, execution and delivery thereof by      
the Trustee, and by GECC, in the case of the              
Supplemental Agreement, such Pooling and Servicing        
Agreement and such Supplemental Agreement (each on        
such Closing Date) will each 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 each such    
Pooling and Servicing Agreement or such Supplemental      
Agreement is considered in a proceeding in equity or      
at law).                                                  

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 each                        
Underwriter, severally and not jointly, and each Underwriter,                   
severally and not jointly, agrees to purchase from the Company,                 
the respective original principal amounts of the related Offered                
Certificates set forth in the related Terms Agreement opposite                  
the name of such Underwriter, plus any additional original                      
principal amount of Offered Certificates which such Underwriter                 
may be obligated to purchase pursuant to Section 12 hereof, 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.                                             

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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 Underwriters and the Company (such date                
and time being herein called the "Closing Date"). Delivery of                   
such Offered Certificates shall be made to the Underwriters                     
against payment by the Underwriters 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 Underwriters may request not               
less than two full business days in advance of each Closing Date.               

The Company agrees to notify the Underwriters 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 Underwriters. It is understood that    
the Underwriters propose to offer the Offered Certificates of the               
related Series for sale to the public as set forth in the related               
Final Prospectus.                                                               

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

(a) The Company will cause the each of the      
Preliminary Prospectus and the Final Prospectus as                  
supplemented by a Prospectus Supplement relating to the             
Offered Certificates to be filed pursuant to Rule 424 under         
the Act and will promptly advise the Underwriters when such         
Preliminary Prospectus and such Final Prospectus as so              
supplemented has been so filed, and prior to the                    
termination of the Certificate Offering to which such               
Preliminary Prospectus and Final Prospectus relates also            
will promptly advise the Underwriters (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             
Preliminary Prospectus or such Final Prospectus has been            
filed, (ii) of any request by the Commission for any                
amendment of such Registration Statement, Preliminary               
Prospectus or Final 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                        

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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         
Preliminary Prospectus or Final 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 Underwriters 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 an                   
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 an               
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 Underwriters 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                
Underwriters prior to 10:30 a.m. In addition, if at any             
time prior to the availability of the related Prospectus            
Supplement, the Underwriters have delivered to any                  
prospective investor a subsequent Collateral Term Sheet             
that reflects, in the reasonable judgment of the                    
Underwriters 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 Underwriters         
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          

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Company by the Underwriters prior to 10:30 a.m. In each             
case, the Company will promptly advise the Underwriters             
when such Current Report has been so filed. Each such               
Current Report shall be incorporated by reference in the            
related Final Prospectus and the related Registration               
Statement. Notwithstanding the five preceding sentences,            
the Company shall have no obligation to file any materials          
provided by the Underwriters pursuant to Sections 8 and 9           
which, in the reasonable determination of the Company after         
making reasonable efforts to consult with the Underwriters,         
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 Final 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               
Underwriters to the Company pursuant to Section 8 or                
Section 9 hereof. The Company shall give notice to the              
Underwriters of its determination not to file any materials         
pursuant to clause (i) of the preceding sentence and agrees         
to file such materials if the Underwriters reasonably               
object to such determination within one business day after          
receipt of such notice.                                             

 (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 Final 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 Final 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 Computational Materials,             
Structural Term Sheets or Collateral Term Sheets incorporated       
by reference in the Final Prospectus other than any amendments      
or supplements of such Computational Materials or Structural        
Term Sheets that are furnished to the Company by the Under-         
writers pursuant to Section 8(e) hereof or any amendments           
or supplements of such Collateral Term Sheets                       

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that are furnished to the Company by the Underwriters               
pursuant to Section 9(d) hereof which are required to be            
filed in accordance therewith.                                      

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

(e) The Company will furnish such information,  
execute such instruments and take such actions as may be            
reasonably requested by the Underwriters to qualify the             
Offered Certificates of a Series for sale under the laws of         
such jurisdictions as the Underwriters 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             
Underwriters 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, the related Preliminary Prospectus,         
the related Final Prospectus, this Agreement, the related           
Terms Agreement, the related Pooling and Servicing                  
Agreement and the Offered Certificates, and (b) the cost of         
delivering the related Offered Certificates to the office           
of the Underwriters, insured to the satisfaction of the             
Underwriters (it being understood that, except as provided          

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in this paragraph (g) and in Section 7 hereof, the                  
Underwriters will pay all their own costs and expenses,             
including the fees of Brown & Wood LLP, counsel for the             
Underwriters, transfer taxes on resale of any Offered               
Certificates by them, advertising expenses connected with           
any offers that they may make, the fees of KPMG Peat                
Marwick LLP with respect to its letters furnished pursuant          
to Section 6(l) of the Agreement and any letter furnished           
pursuant to the last sentence of Section 6(k) hereof, the           
fees of any firm of public accountants selected by the              
Underwriters with respect to their letter furnished                 
pursuant to Section 8(c) of the Agreement and 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 Underwriters.     
The obligations of the Underwriters 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 Underwriters           
an opinion, dated the related Closing Date, to the effect           
that:                                                               

        (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;           

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  (ii) each of the related Pooling and
Servicing Agreement and, if applicable, the related       
Supplemental 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 telephonic 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 under the Act; 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 Final Prospectus (except the    
financial statements and schedules and the other          
financial and statistical data included therein, the      
documents incorporated by reference therein and any       
Underwriter-Provided Information (as defined herein)      
as to which such counsel need express no view), 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 Final       
Prospectus or any amendment or supplement thereto         
(except the financial statements and schedules and the    
other financial and statistical data included therein     
and the documents incorporated by reference therein       
and any Underwriter-Provided Information, 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 Final 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 Final 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; and                   

(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    
(other than assets excluded from a REMIC, as described    
in the Final Prospectus) as one or more REMICs: the       
related Trust Fund and any specified subgrouping          
therein (other than any such excluded assets) will        
qualify as one or more REMICs 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 a related REMIC within the meaning of       
the Code, and each Class of such Certificates specified   
in the related Final Prospectus as a Class of Residual    
Certificates will constitute the "residual interest" in   

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a 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".                             

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,         
the related Pooling and Servicing Agreement or the related          
Supplement 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 Final 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 Final 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 laws of the              
State of New York and the laws of the United States.                

(c) The General Counsel for the Company shall   
have furnished to the Underwriters 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    
conduct its business as described in the related Final    
Prospectus and to enter into and perform its              
obligations under this Agreement, the related Terms       
Agreement, the related Pooling and Servicing              
Agreement, the related Supplemental 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;                          

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     (iii) 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, in the related          
Pooling and Servicing Agreement or in the related         
Supplemental Agreement, except such as may be required    
under the blue sky laws of any jurisdiction and such      
other approvals as have been obtained;                    

(iv) 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, the related       
Pooling and Servicing Agreement or the related            
Supplemental Agreement, nor the fulfillment of the        
terms of the related Certificates, the related Pooling    
and Servicing Agreement, the related Supplemental         
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                   

        (v) There are no actions, proceedings or
investigations pending or, to the best knowledge of       
such counsel, threatened before any court,                
administrative agency or other tribunal (i) asserting     
the invalidity of this Agreement, the related Terms       
Agreement, the related Pooling and Servicing              
Agreement, the related Supplemental 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, such Pooling and Servicing Agreement     
or such Supplemental 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, such     
Supplemental Agreement or the related Certificates.       

In rendering her opinion such counsel may rely as to matters        
of fact, to the extent deemed proper and as stated therein,         

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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) If applicable, counsel for GECC shall have  
furnished to the Underwriters an opinion, dated the related         
Closing Date, to the effect that:                                   

       (i) GECC has been duly incorporated and
is validly existing as a corporation in good standing     
under the laws of the State of New York and in each       
jurisdiction in which the conduct of its business         
requires such qualification;                              

    (ii) GECC has full corporate power and
authority to execute and deliver the Supplemental         
Agreement and to carry out its terms, and the             
execution, delivery and performance of the                
Supplemental Agreement have been duly authorized by       
GECC by all necessary corporate action;                   

    (iii) The related Supplemental Agreement
has been duly executed and delivered by GECC and          
constitutes a legal, valid and binding agreement of       
GECC enforceable in accordance with its terms, except     
as such enforceability may be limited by bankruptcy,      
insolvency, reorganization or other similar laws          
affecting the enforcement of creditor's rights in         
general and by general principles of equity,              
regardless of whether such enforceability is              
considered in a proceeding in equity or at law; and       

(iv) The execution, delivery and  
performance of the Supplemental Agreement by GECC does    
not and will not conflict with or violate any term or     
provision of the articles of incorporation or by-laws     
of GECC or any statute, order or regulation applicable    
to GECC of any court, regulatory body, administrative     
agency or governmental body having jurisdiction over      
GECC 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    
GECC is a party or by which it is bound.                  

In rendering such 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 GECC or         
public officials.                                                   

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(e) The Underwriters shall have received from   
Brown & Wood LLP, counsel for the Underwriters, 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 Final Prospectus and such other related matters as          
the Underwriters may reasonably require, and the Company            
shall have furnished to such counsel such documents as the          
Underwriters may reasonably request for the purpose of              
enabling them to pass upon such matters.                            

(f) The Company shall have furnished to the     
Underwriters 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 Final               
Prospectus, the Detailed Description referred to in such            
Final 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 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 Final 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 Final Prospectus includes any untrue           

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statement of a material fact or omits to state any        
information which the Final Prospectus states will be     
included in such Detailed Description.                    

(g) If applicable, GECC shall have furnished to 
the Underwriters a certificate of GECC, signed by the               
President or any Vice President and the Senior Vice                 
President-Finance or the principal financial or accounting          
officer of GECC, dated the related Closing Date, to the             
effect that the signers of such certificate have carefully          
examined the information under the headings "Description of         
the Certificates--Supplemental Agreement with GECC" and             
"General Electric Capital Corporation" contained in the             
related Final Prospectus and the related Supplemental               
Agreement and that:                                                 

       (i) nothing has come to their attention
that would lead them to believe that such information     
in the related Final Prospectus 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, in the light    
of the circumstances in which they were made, not         
misleading; and                                           

        (ii) the representations and warranties of
GECC in the related Supplemental 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 GECC has complied with all      
the agreements and satisfied all the conditions on its    
part to be performed or satisfied at or prior to such     
Closing Date.                                             

(h) Counsel for the Trustee shall have furnished
to the Underwriters 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 its jurisdiction of    
organization 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 and, if           
applicable, the related Supplemental Agreement;           

  (ii) each of the related Pooling and
Servicing Agreement and the related Supplemental          
Agreement has been duly authorized, executed and          
delivered by the Trustee and constitutes the legal,       

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EX-1.1 18th Page of 42 TOC 1st Previous Next ↓Bottom Just 18th
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);                                                     

      (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 state 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 and the    
related Supplemental 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 and the           
related Supplemental 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 state 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 Underwriters         
such opinions as to the treatment of the Trust Fund for             
purposes of state tax law where the Trustee maintains               
possession of the assets of the Trust Fund as are                   
reasonably satisfactory to the Underwriters.                        

(i) If any Preliminary Prospectus has been      
prepared with respect to a Series of Certificates, KPMG             
Peat Marwick LLP shall have furnished to the Underwriters a         
letter, dated as of the date of such Preliminary                    
Prospectus, in form and substance satisfactory to the               
Underwriters, stating in effect that:                               

   (i) they have performed certain specified
procedures as a result of which they have determined      
that such information as the Underwriters may             

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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 Preliminary Prospectus under the           
caption "Delinquency and Foreclosure Experience of the    
Company" agrees with the accounting records of the        
Company, excluding any questions of legal                 
interpretation; and                                       

    (ii) they have performed certain specified
procedures as a result of which they have determined      
that such information as the Underwriters 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 Preliminary Prospectus 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, 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.                    

 (j) KPMG Peat Marwick LLP shall have furnished to
the Underwriters a letter, dated as of the date of the              
related Terms Agreement, in form and substance satisfactory         
to the Underwriters, stating in effect that they have               
performed certain specified procedures as a result of which         
they have determined that such information as the                   
Underwriters 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 Final Prospectus under the caption             
"Delinquency and Foreclosure Experience of the Company"             
agrees with the accounting records of the Company,                  
excluding any questions of legal interpretation.                    

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

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EX-1.1 20th Page of 42 TOC 1st Previous Next ↓Bottom Just 20th
obtained from an analysis of a sample of the Mortgage Loans         
included in the related pool) set forth in the related              
Final Prospectus 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 Final Prospectus 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 Underwriters 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 Final                     
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.                                    

 (l) KPMG Peat Marwick LLP shall have furnished to
the Underwriters and the Company a letter or letters, dated         
as of the date of the related Terms Agreement, in form and          
substance satisfactory to the Underwriters 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 Final 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 Final              
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;                                             

(ii) based upon the assumptions and   
methodology set forth in such Final Prospectus, all of    
which shall be described by reference in such letter,     
they have verified the mathematical accuracy of any       

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EX-1.1 21st Page of 42 TOC 1st Previous Next ↓Bottom Just 21st
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 Final      
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 Final Prospectus; and                             

(iii) based upon the assumptions and    
methodology set forth in such Final 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 Final          
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.                                               

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

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

 (o) 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.                                        

(p) 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 or GECC which the         
Underwriters conclude in their 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 Final                   
Prospectus.                                                         

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                 

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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 Underwriters and their                
counsel, this Agreement (with respect to the related Offered                    
Certificates) and the related Terms Agreement and all obligations               
of the Underwriters 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 Underwriters.                
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 each Underwriter and each                 
person who controls any 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, in the related Preliminary Prospectus or                
the related Final Prospectus, or in any amendment thereof, or in                
the Detailed Description referred to in such Final 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 each Underwriter, as set forth below, when                  
such are read in conjunction with the related Final 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 any Underwriter through you 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 therefrom results (or is alleged to have                    
resulted) directly from an error (a "Mortgage Pool Error") in the               

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EX-1.1 23rd Page of 42 TOC 1st Previous Next ↓Bottom Just 23rd
information concerning the characteristics of the Mortgage Loans                
furnished by the Company to any 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 Preliminary                      
Prospectus or any Corrected Statement (as defined below) in any                 
Final Prospectus (or supplement thereto) shall not inure to the                 
benefit of any Underwriter (or any person controlling any                       
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 the related Final Prospectus or a supplement to               
such Final Prospectus, as the case may be, 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                      
Preliminary Prospectus or Final Prospectus (or supplement                       
thereto) was corrected (a "Corrected Statement") in such Final                  
Prospectus (with respect to any Preliminary Prospectus) or in                   
such other supplement (with respect to any Final Prospectus) and                
such Final Prospectus or such supplement was furnished by the                   
Company to such 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 any                       
Underwriter (or any person controlling any Underwriter) from whom               
the person asserting any loss, claim, damage or liability                       
received any Computational Materials or ABS Term Sheets (or any                 
written or electronic materials on which the Computational                      
Materials or ABS Term Sheets are based) 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 such 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 such                 
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) Each Underwriter agrees, severally and not            
jointly, 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 each Underwriter, but                 
only with reference to (A) written information furnished to the                 

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EX-1.1 24th Page of 42 TOC 1st Previous Next ↓Bottom Just 24th
Company by or on behalf of such Underwriter through you                         
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 Term Sheets (or                       
amendments or supplements thereof) delivered to prospective                     
investors by such Underwriter and furnished to the Company by                   
such Underwriter pursuant to Section 8 and incorporated by                      
reference in such Registration Statement, the related Preliminary               
Prospectus or the related Final 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                  
each Underwriter may otherwise have. The Company acknowledges                   
that the Underwriter-Provided Information constitute the only                   
information furnished in writing by or on behalf of the                         
Underwriters for inclusion in the related Preliminary Prospectus                
or Final Prospectus (other than any Computational Materials or                  
ABS Term Sheets (or amendments or supplements thereof)), and the                
Underwriters confirm that such statements are correct.                          
"Underwriter-Provided Information" means any statements provided                
to the Company by the Underwriters specifically for use in the                  
preparation of the related Preliminary Prospectus or Final                      
Prospectus and designated as such in the Terms Agreement for the                
related Series. Any Computational Materials or ABS Term Sheets                  
(or amendments or supplements thereof) furnished to the Company                 
by a particular Underwriter shall relate exclusively to and be                  
the several responsibility of such Underwriter and no other                     
Underwriter.                                                                    

(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 an indemnifying party under this Section 7, notify                 
such indemnifying party in writing of the commencement thereof;                 
but the omission so to notify such 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 or parties of the commencement                  
thereof, the indemnifying party or parties will be entitled to                  
participate therein, and to the extent that they may elect by                   
written notice delivered to an 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 an indemnified party and an                        
indemnifying party and such 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 an indemnifying party, such                 

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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 an                    
indemnifying party or parties to such indemnified party of their                
election so to assume the defense of such action and approval by                
such indemnified party of counsel, such indemnifying party or                   
parties will not be liable to such indemnified party under this                 
Section 7 for any legal or other expenses subsequently incurred                 
by such indemnified party in connection with the defense thereof                
unless (i) such 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 or parties               
shall not be liable for the expenses of more than one separate                  
counsel approved by the indemnified party or parties 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 or parties shall not have employed                  
counsel satisfactory to the indemnified party or parties to                     
represent such indemnified party or parties within a reasonable                 
time after notice of commencement of the action or (iii) the                    
indemnifying party or parties have authorized the employment of                 
counsel for an indemnified party at the expense of the                          
indemnifying parties; 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 any Underwriter, on grounds of policy or otherwise, or               
if an 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 such 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 such                  
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 Underwriters are           
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             
Final Prospectus for the related Series and the total               
proceeds received by the Underwriters from the sale of such         

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EX-1.1 26th Page of 42 TOC 1st Previous Next ↓Bottom Just 26th
Offered Certificates (the "Underwriting Discount"), and the         
Company is responsible for the balance; provided, however,          
that in no case shall the Underwriters be responsible under         
this subparagraph (i) for any amount in excess of such              
Underwriting Discount applicable to the Offered                     
Certificates purchased by the Underwriters pursuant to this         
Agreement and the related Terms Agreement; and                      

(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 that delivered such materials to prospective            
investors 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. 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 such 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 any Underwriter within the meaning of either the Act               
or the Exchange Act shall have the same rights to contribution as               
such 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)                     

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hereof, the Underwriters shall deliver to the Company five                      
complete copies of all materials provided by the Underwriters to                
prospective investors in such Offered Certificates which                        
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                        
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") and the filing of such 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") and the filing of such 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) Each 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 by such Underwriter pursuant to Section 8(a)      
constitute (either in original, aggregated or             
consolidated form) all of the materials furnished to      
prospective investors by such 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 by such Underwriter pursuant to Section 8(a)      
constitute all of the materials furnished to              
prospective investors by such 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;                       

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EX-1.1 28th Page of 42 TOC 1st Previous Next ↓Bottom Just 28th
(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 by such Underwriter and      
on the date of delivery thereof to the Company            
pursuant to Section 8(a) and on the related Closing       
Date, such 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 Final Prospectus    
and Prospectus Supplement, omit to state a material       
fact required to be stated therein or necessary to        
make the statements therein not misleading; and           

(iv) all Computational Materials (or underlying   
materials distributed to prospective investors on         
which the Computational Materials were based)             
delivered to prospective investors by such Underwriter    
and all Structural Term Sheets delivered to               
prospective investors by such Underwriter contained       
and will contain a legend, prominently displayed on       
the first page thereof, stating that the Computational    
Materials or Structural Term Sheets are being produced    
and provided exclusively by the Underwriter and that      
the Underwriter is acting as an underwriter and not       
acting as an agent of the Company in connection with      
the securities described herein, and otherwise in form    
and substance satisfactory to the Company.                

Notwithstanding the foregoing, each 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                  
such Underwriter from the Company of notice of such Corrected                   
Mortgage Pool Error or materials superseding or correcting such                 
Corrected Mortgage Pool Error).                                                 

(c) The Underwriters shall cause a firm of public         
accountants to furnish to the Company a letter, dated as of the                 
date on which the Underwriters deliver 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                

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EX-1.1 29th Page of 42 TOC 1st Previous Next ↓Bottom Just 29th
by each Underwriter and set forth in such Computational                         
Materials.                                                                      

(d) Each Underwriter acknowledges and agrees that any     
Computational Materials or Structural Term Sheets with respect to               
any Series of Certificates furnished to prospective investors                   
from and after September 10, 1996 have been prepared and                        
disseminated by the Underwriters and not by or on behalf of the                 
Company, and that such materials included and shall include a                   
disclaimer in the form described in paragraph (b)(iv) above. Each               
Underwriter agrees that it will not represent to prospective                    
investors that any Computational Materials or Structural Term                   
Sheets were prepared or disseminated on behalf of 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 Final Prospectus as a result of an untrue statement of a                
material fact contained in any Computational Materials or                       
Structural Term Sheets provided by any Underwriter pursuant to                  
this Section 8 or the omission to state therein a material fact                 
required, when considered in conjunction with the related Final                 
Prospectus and Prospectus Supplement, to be stated therein or                   
necessary to make the statements therein, when read in                          
conjunction with the related Final Prospectus and Prospectus                    
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, such 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. Each                
Underwriter represents and warrants to the Company, as of the                   
date of delivery by it 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 Final 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, each such 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 such 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 (i)                  
the Company determines that such amendment or supplement contains               
any untrue statement of a material fact or, when read in                        
conjunction with the related Final Prospectus and Prospectus                    
Supplement, omits to state a material fact required to be stated                

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EX-1.1 30th Page of 42 TOC 1st Previous Next ↓Bottom Just 30th
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 any Underwriter to the Company pursuant to this                     
paragraph (e) or (ii) the Company reasonably determined that such               
filing is not required under the Act and the Underwriters do not                
object as provided below. The Company shall give notice to the                  
Underwriters of its determination not to file an amendment or                   
supplement pursuant to clause (ii) of the preceding sentence and                
agrees to file such amendment or supplement if the Underwriters                 
reasonably object to such determination within one business day                 
after receipt of such notice.                                                   

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 the Offered Certificates,                
the Underwriters shall notify the Company and its counsel by                    
telephone of their 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 the Offered Certificates, the                           
Underwriters shall deliver to the Company five complete copies of               
all materials provided by the Underwriters to prospective                       
investors in such Offered Certificates which constitute                         
"Collateral Term Sheets." Each delivery of a Collateral Term                    
Sheet 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. (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 making such delivery 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) Each 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 by such Underwriter pursuant to Section 9(a)            

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EX-1.1 31st Page of 42 TOC 1st Previous Next ↓Bottom Just 31st
constitute all of the materials furnished to prospective            
investors by such 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;                                     

 (ii) On the date any such Collateral Term
Sheets with respect to such Offered Certificates were last          
furnished to each prospective investor by such Underwriter          
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 Final Prospectus and Prospectus                
Supplement, omit to state a material fact required to be            
stated therein or necessary to make the statements therein          
not misleading; and                                                 

   (iii) such Underwriter has not represented to
any prospective investor that any Collateral Term Sheets            
with respect to any Series were prepared or disseminated on         
behalf of the Company, and, except as otherwise disclosed           
by such Underwriter to the Company in writing prior to the          
date hereof, all Collateral Term Sheets previously                  
furnished to prospective investors included a disclaimer to         
the effect set forth in Section 9(c).                               

Notwithstanding the foregoing, each 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 such Underwriter from the Company                 
of notice of such Corrected Mortgage Pool Error or materials                    
superseding or correcting such Corrected Mortgage Pool Error).                  

(c) Each 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               
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                     
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. Each Underwriter agrees that it will not represent to                 
prospective investors that any Collateral Term Sheets were                      
prepared or disseminated on behalf of the Company.                              

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EX-1.1 32nd Page of 42 TOC 1st Previous Next ↓Bottom Just 32nd
(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 Final Prospectus as a result of an untrue statement of a                
material fact contained in any Collateral Term Sheets provided by               
any Underwriter pursuant to this Section 9 or the omission to                   
state therein a material fact required, when considered in                      
conjunction with the related Final Prospectus and Prospectus                    
Supplement, to be stated therein or necessary to make the                       
statements therein, when read in conjunction with the related                   
Final 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, such 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. Each                
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 Final 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,               
each such 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 such                      
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                   
Final 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 any 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               
Underwriters, 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                        

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EX-1.1 33rd Page of 42 TOC 1st Previous Next ↓Bottom Just 33rd
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 Underwriters, 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 Underwriters 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 Underwriters 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. Default by One or More of the Underwriters. If any    
of the Underwriters shall fail on the Closing Date to purchase                  
the Offered Certificates which it is obligated to purchase                      
hereunder and under the applicable Terms Agreement (the                         
"Defaulted Certificates"), you shall have the right, within 24                  
hours thereafter, to make arrangements for one or more of the                   
non-defaulting Underwriters, or any other underwriters, to                      
purchase all, but not less than all, of the Defaulted                           
Certificates in such amounts as may be agreed upon and upon the                 
terms herein set forth and under the applicable Terms Agreement.                
If, however, you have not completed such arrangements within such               
24-hour period, then:                                                           

(a) if the aggregate original Certificate Principal       
Balance of Defaulted Certificates does not exceed 10% of            
the aggregate original Certificate Principal Balance of the         
Offered Certificates to be purchased pursuant to such Terms         
Agreement, the non-defaulting Underwriters named in such            
Terms Agreement shall be obligated to purchase the full             
amount thereof in the proportions that their respective             
underwriting obligations thereunder bear to the                     
underwriting obligations of all non-defaulting                      
Underwriters; and                                                   

(b) if the aggregate original Certificate Principal       
Balance of Defaulted Certificates exceeds 10% of the                
aggregate original Certificate Principal Balance of the             
Offered Certificates to be purchased pursuant to such Terms         
Agreement, the applicable Terms Agreement shall terminate           
without any liability on the part of any non-defaulting             
Underwriter.                                                        

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No action taken pursuant to this Section 12 and nothing in          
this Agreement shall relieve any defaulting Underwriter from                    
liability in respect of its default.                                            

In the event of any such default which does not result in a         
termination of this Agreement or such applicable Terms Agreement,               
either you or the Company shall have the right to postpone the                  
Closing Date for a period of time not exceeding seven days in                   
order to effect any required changes in the Registration                        
Statement or in any other documents or arrangements.                            

13. 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 Underwriters                   
shall be deemed a successor or assign by reason of such purchase.               

14.  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.                                               

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

16.  Notices.  All communications hereunder will be in    
writing and effective only on receipt, and, if sent to the                      
Underwriters, will be delivered to the Underwriters 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 Underwriters.                                                   

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.                                                   

PRUDENTIAL SECURITIES INCORPORATED                                              
as Representative of the Underwriters                                     
named in the applicable Terms Agreement                                   

By:___________________________                                                  
Name:                                                                     
Title:                                                                    

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                                             EXHIBIT A

GE CAPITAL MORTGAGE SERVICES, INC.              

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

TERMS AGREEMENT               
(to Underwriting Agreement,               
dated September 24, 1996              
between the Company and the Underwriters)               

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

Each of Prudential Securities Incorporated [and           
] (each an "Underwriter" and collectively the       
"Underwriters") agrees, severally and not jointly, subject to the               
terms and provisions herein and of the captioned Underwriting                   
Agreement (the "Underwriting Agreement"), to purchase such                      
Classes of Series ____-__ Certificates specified opposite its                   
name 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 closed end,                
fixed rate, first- or second-lien, home equity mortgage loans                   
(the "Mortgage Loans") having the characteristics described in                  
the Prospectus Supplement dated the date hereof.                                

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 [ ]%]:                                                           

A-1               

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           Principal     Interest     Class Purchase
Underwriter     Class     Balance        Rate      Price Percentage             

(b) The Offered Certificates shall have such other        
characteristics as described in the related Final                   
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                      
Underwriters and the Company.                                                   

Very truly yours, 

                PRUDENTIAL SECURITIES INCORPORATED

                  By:_________________________________
Name:       
Title:      

   [name of Underwriter]

                  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 MULTI-CLASS PASS-THROUGH CERTIFICATES
 SERIES 1999-HE1

 TERMS AGREEMENT
 ---------------
 (to Underwriting Agreement,
dated September 24, 1996
 between the Company and Prudential)

GE Capital Mortgage Services, Inc.                    New York, New York        
Three Executive Campus                                    March 23, 1999        
Cherry Hill, NJ 08002                                                           

Each of Prudential Securities Incorporated ("Prudential") and Morgan  
Stanley & Co. Incorporated ("Morgan Stanley", and each an "Underwriter" and     
collectively the "Underwriters") agrees, severally and not jointly, subject to  
the terms and provisions herein and of the captioned Underwriting Agreements    
(the "Underwriting Agreements"), to purchase the Classes of Series 1999-HE1     
Certificates specified beneath its name in Section 3 hereof (the "Offered       
Certificates"). This Terms Agreement supplements and modifies the Underwriting  
Agreements solely as it relates to the purchase and sale of the Offered         
Certificates described below. The Series 1999-HE1 Certificates are registered   
with the Securities and Exchange Commission by means of an effective            
Registration Statement (No. 333-68951). Capitalized terms used and not defined  
herein have the meanings given them in the Underwriting Agreement.              

Section 1. The Mortgage Pool: The Series 1999-HE1 Certificates shall  
evidence the entire beneficial ownership interest in a mortgage pool (the       
"Mortgage Pool") of closed end, fixed rate, first- or second-lien, home equity  
mortgage loans (the "Mortgage Loans") having the characteristics described in   
the Final Prospectus.                                                           

  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 a variance described in the Final Prospectus:     

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

Class A1          $172,000,000.00           5.9950%               99.753584%    
Class A2            47,000,000.00           5.9050%               99.733777%    
Class A3            83,995,000.00           6.0350%               99.708050%    
Class A4            24,000,000.00           6.1850%               99.667578%    
Class A5            43,000,000.00           6.2850%               99.647456%    
Class A6-1          26,000,000.00             (1)                 99.775000%    
Class A6-2           6,636,000.00             (1)                 98.446875%    
Class A7            44,000,000.00           6.2650%               99.627967%    
Class M-1           15,000,000.00             (1)                 99.775000%    
Class M-2            2,815,000.00             (1)                 98.681250%    
Class B1            15,270,000.00             (1)                 99.574239%    
Class B2            11,453,000.00             (1)                 99.520662%    
Class R1                   500.00            0.0000                   (2)       
Class R2                   500.00            0.0000                   (2)       
-------------------                                                             

(1)   Interest will accrue on the Class A6, Class M, Class B1 and Class B2      
  Certificates during the initial Interest Accrual Period at Certificate
Interest Rates of 6.700%, 6.705%, 7.200% and 8.525% per annum,      
respectively, and during each subsequent Interest Accrual Period at 
 Certificate Interest Rates equal to the lesser of (i) 6.700%, 6.705%,
7.200% and 8.525% per annum, respectively, and (ii) the Weighted    
  Average Net Mortgage Rate of the Mortgage Loans as of the first day of
the related Interest Accrual Period.                                

(2)   The aggregate Purchase Price of the Offered Certificates purchased by     
 Prudential will be reduced by an amount in respect of the transfer of
the Class R1 and Class R2 Certificates to Prudential, equal to      
approximately $65,000.00.                                           

         (b) The Offered Certificates shall have such other characteristics as
described in the Final 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 applicable interest rate per annum of each 
such Class from and including March 1, 1999, up to, but not including, March 25,
1999 (the "Closing Date").                                                      

    Each of the Underwriters agrees, severally and not jointly, subject to the
terms and provisions herein and of their respective Underwriting Agreement, to  
purchase the principal balances of the Classes of Series 1999-HE1 Certificates  
specified opposite its name below.                                              

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Class              Prudential                     Morgan Stanley
-----              ----------                     --------------

Class A1         $86,000,000.00                 $86,000,000.00  
Class A2          23,500,000.00                  23,500,000.00  
Class A3          41,997,000.00                  41,998,000.00  
Class A4          12,000,000.00                  12,000,000.00  
Class A5          21,500,000.00                  21,500,000.00  
Class A6          16,318,000.00                  16,318,000.00  
Class A7          22,000,000.00                  22,000,000.00  
Class M           17,815,000.00                       --        
Class B1          15,270,000.00                       --        
Class B2          11,453,000.00                       --        
Class R1                 500.00                       --        
Class R2                 500.00                       --        

  Section 4. Required Ratings: The Class A1, Class A2, Class A3, Class A4,
Class A5, Class A6, Class A7, Class R1 and Class R2 Certificates shall have     
received Required Ratings of at least "Aaa" from Moody's Investors Service      
("Moody's") and "AAA" from Fitch Investors Service, L.P., and the Class M, Class
B1 and Class B2 Certificates shall have received Required Ratings of at least   
"AA", "A", and "BBB", respectively, by Fitch.                                   

   Section 5. Tax Treatment: One or more elections will be made to treat the
assets of the Trust Fund as a REMIC (other than assets excluded from a REMIC as 
described in the Final Prospectus).                                             

    Section 6: Underwriter-Provided Information: The Company acknowledges that
the information set forth in (i) the first and second sentence of the last      
paragraph immediately on the cover page of the Final Prospectus, (ii) second and
third sentence under the caption "Risk Factors - You may not be able to resell  
your certificate," (iii) the first table under the caption "Plan of             
Distribution," (iv) the second sentence of the second paragraph under the       
caption "Plan of Distribution", the table immediately following such paragraph, 
and the first sentence immediately following such table, and (v) the fifth      
paragraph under the caption "Plan of Distribution" in the Final Prospectus, as  
such information relates to the Offered Certificates, constitutes the only      
information furnished in writing by or on behalf of the Underwriters for        
inclusion in such Final Prospectus, and the Underwriters confirm that such      
statements are correct.                                                         

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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      
Underwriters and the Company.                                                   

       Very truly yours,

                        PRUDENTIAL SECURITIES INCORPORATED

                        By:_______________________________
 Name:
  Title:

                       MORGAN STANLEY & CO. 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

Filed on:	4/9/99			8-K
For Period End:	3/25/99	40		424B5, 8-K
	3/23/99	39		8-K
	3/1/99	40
	9/24/96	1	39
	9/10/96	29
	2/17/95	27
	5/27/94	27
	5/20/94	27
				List all Filings

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Filing Submission 0000903423-99-000163 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Ge Capital Mortgage Services Inc – ‘8-K’ for 3/25/99 – EX-1.1

As of: Friday, 4/9/99 · For: 3/25/99 · Accession #: 903423-99-163 · File #: 333-24935

Previous ‘8-K’: ‘8-K’ on 4/9/99 for 3/25/99 · Next: ‘8-K’ on / for 4/22/99 · 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