EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1998-10
TERMS AGREEMENT
(to Underwriting Agreement
dated May 22, 1996
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus As of May 26, 0000
Xxxxxx Xxxx, XX 00000
Xxxxxx Brothers Inc. (the "Underwriter") agrees, subject to
the terms and provisions herein and of the captioned Underwriting
Agreement (the "Underwriting Agreement"), to purchase the Classes
of Series 1998-10 Certificates specified in Section 2(a) hereof
(the "Offered Certificates"). This Terms Agreement supplements
and modifies the Underwriting Agreement solely as it relates to
the purchase and sale of the Offered Certificates described
below. The Series 1998-10 Certificates are registered with the
Securities and Exchange Commission by means of an effective
Registration Statement (No. 333-51151). Capitalized terms used
and not defined herein have the meanings given them in the
Underwriting Agreement.
Section 1. The Mortgage Pools: The Series 1998-10
Certificates shall evidence the entire beneficial ownership
interest in two mortgage pools ("Pool 1" and "Pool 2,"
respectively, and each a "Mortgage Pool") of conventional, fixed
rate, fully amortizing one- to four-family residential mortgage
loans (the "Mortgage Loans") having the following characteristics
as of May 1, 1998 (the "Cut-off Date"):
(a) Aggregate Principal Amount of Pool 1:
$503,088,608.29 aggregate principal balance as of the
Cut-off Date, subject to a permitted variance such that the
aggregate original Certificate Principal Balance of the
Offered Certificates in Pool 1 will be not less than
$475,000,000 or greater than $525,000,000.
(b) Aggregate Principal Amount of Pool 2:
$151,098,842.19 aggregate principal balance as of the
Cut-off Date, subject to a permitted variance such that the
aggregate original Certificate Principal Balance of the
Offered Certificates in Pool 2 will be not less than
$142,500,000 or greater than $157,500,000.
(c) Original Terms to Maturity: The original term to
maturity of substantially all of the Mortgage Loans included
in the Mortgage Pools shall be between
20 and 30 years, in the case of Pool 1, and 10 and 15 years,
in the case of Pool 2.
Section 2. The Certificates: The Offered Certificates shall
be issued as follows:
(a) Classes: The Offered Certificates shall be issued
with the following Class designations, interest rates and
principal balances, subject in the aggregate to the variance
referred to in Section 1(a):
Class Principal Interest Class Purchase
----- Balance Rate Price Percentage
------- ---- ----------------
Class 1-A1 $100,043,000.00 6.65% 99.062500%
Class 1-A2 35,000,000.00 6.50 99.062500
Class 1-A3 28,530,000.00 6.40 99.062500
Class 1-A4 (1) 6.75 99.062500
Class 1-A5 192,900,000.00 7.00 99.062500
Class 1-A6 23,050,000.00 7.00 99.062500
Class 1-A7 13,148,000.00 7.00 99.062500
Class 1-A8 1,140,000.00 7.00 99.062500
Class 1-A9 8,528,000.00 0.00 99.062500
Class 1-A10 79,991,000.00 6.75 99.062500
Class 1-R 100.00 6.75 99.062500
Class 1-RL 100.00 6.75 99.062500
Class 2-A1 31,765,000.00 6.50 99.843800
Class 2-A2 29,935,000.00 6.50 99.843800
Class 2-A3 53,635,000.00 6.50 99.843800
Class 2-A4 800,000.00 6.50 99.843800
Class 2-A5 1,400,000.00 6.50 99.843800
Class 2-A6 20,150,000.00 6.50 99.843800
Class 2-A7 9,315,000.00 6.50 99.843800
Class 2-R 100.00 6.50 99.843800
----------------
(1) The Class 1-A4 Certificates shall be issued with an initial
notional principal balance of $4,257,748.15, subject to the
variance described above.
(b) The Offered Certificates shall have such other
characteristics as described in the related Prospectus.
Section 3. Purchase Price: The Purchase Price for each
Class of the Offered Certificates shall be the Class
Purchase Price Percentage therefor (as set forth in Section
2(a) above) of the initial Class Certificate Principal
Balance thereof plus accrued interest at the initial
interest rate per annum from and including the Cut-off Date
up to, but not including, May 28, 1998 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates,
other than the Class 1-A4 and Class 1-A9 Certificates, shall
have received Required Ratings of at least "AAA" from each
of Fitch IBCA, Inc. ("Fitch") and Standard & Poor's Rating
Services, a division of The XxXxxx-Xxxx Companies, Inc.
("S&P"), and the Class 1-A4 and Class 1-A9 Certificates
shall each have received Required Ratings of at least "AAA"
from Fitch and "AAAr" by S&P.
2
Section 5. Tax Treatment: One or more elections will be
made to treat the assets of each Trust Fund as a REMIC.
* * * * * * *
3
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the undersigned a
counterpart hereof, whereupon this letter and your acceptance
shall represent a binding agreement between the Underwriter and
the Company.
Very truly yours,
XXXXXX BROTHERS INC.
By: ________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
GE CAPITAL MORTGAGE SERVICES, INC.
By: ______________________________
Name:
Title:
