GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1998-8
TERMS AGREEMENT
---------------
(to Underwriting Agreement
dated October 23, 1995,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus April 24, 0000
Xxxxxx Xxxx, XX 00000
Salomon 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 1998-8 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 1998-8 Certificates are
registered with the Securities and Exchange Commission by means
of an effective Registration Statement (No. 333-43755).
Capitalized terms used and not defined herein have the meanings
given them in the Underwriting Agreement.
Section 1. The Mortgage Pools: The Series 1998-8
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, first lien one- to four-family
residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of April 1, 1998 (the "Cut-off
Date"):
(a) Aggregate Principal Amount of Pool 1:
$500,745,644.33 aggregate principal balance as of the Cutoff
Date, subject to a permitted variance such that the
aggregate original Certificate Principal Balance will be not
less than $475,000,000 or greater than $525,000,000.
(b) Aggregate Principal Amount of Pool 1:
$175,390,683.32 aggregate principal balance as of the Cutoff
Date, subject to a permitted variance such that the
aggregate original Certificate Principal Balance will be not
less than $166,250,000 or greater than $183,750,000.
(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.
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):
Initial
Class
Certificate Certificate
Principal Interest Class Purchase
Designation Balance Rate Price Percentage
----------- ----------- ----------- ----------------
Class 1-A1 $200,000,000.00 6.750% 98.367200%
Class 1-A2 3,000,000.00 6.750 98.367200
Class 1-A3 223,000,000.00 6.750 98.367200
Class 1-A4 23,933,914.00 6.750 98.367200
Class 1-A5 29,000,000.00 6.750 98.367200
Class 1-M 10,516,000.00 6.750 98.459340
Class 1-B1 4,006,000.00 6.750 97.762270
Class 1-B2 2,253,000.00 6.750 95.714070
Class 1-R 100.00 6.750 98.367200
Class 2-A1 82,349,607.00 6.750 98.250000
Class 2-A2 15,125,000.00 7.000 98.250000
Class 2-A3 2,500,000.00 7.000 98.250000
Class 2-A4 2,750,000.00 7.000 98.250000
Class 2-A5 4,125,000.00 7.000 98.250000
Class 2-A6 4,321,969.00 7.000 98.250000
Class 2-A7 3,625,000.00 7.000 98.250000
Class 2-A8 3,625,000.00 7.000 98.250000
Class 2-A9 3,625,000.00 7.000 98.250000
Class 2-A10 3,625,000.00 7.000 98.250000
Class 2-A11 3,625,000.00 7.000 98.250000
Class 2-A12 11,339,531.00 6.200 98.250000
Class 2-A13 10,000,000.00 6.200 98.250000
Class 2-A14 17,500,000.00 6.750 98.250000
Class 2-M 3,420,000.00 6.750 98.040220
Class 2-B1 1,403,000.00 6.750 97.347500
Class 2-B2 702,000.00 6.750 95.312020
Class 2-R 100.00 6.750 98.250000
(b) The Offered Certificates shall have such other
characteristics as described in the related Prospectus.
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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, April 29,
1998 (the "Closing Date").
Section 4. Required Ratings: The Class 1-A1, Class 1-
A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 2-A1, Class 2-A2,
Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class
2-A8, Class 2-A9, Class 2-A10, Class 2-A11, Class 2-A12, Class 2-
A13 and Class 2-A14 Certificates shall have received Required
Ratings of "AAA" from each of Fitch IBCA, Inc. ("Fitch") and
Standard & Poor's Rating Services, a division of The XxXxxx-Xxxx
Companies, Inc. The Class 1-M and Class 2-M Certificates shall
have received Required Ratings of "AA" from Fitch. The Class 1-
B1 and Class 2-B1 Certificates shall have received Required
Ratings of "A" from Fitch. The Class 1-B2 and Class 2-B2
Certificates shall have received Required Ratings of "BBB" from
Fitch.
Section 5. Tax Treatment: One or more elections will be
made to treat the assets of each Trust Fund as a REMIC.
Section 6. Additional Expenses. The Underwriter will
pay all expenses (e.g., shipping, postage and courier costs)
associated with the delivery of the Prospectus to prospective
investors and investors, other than the costs of delivery to the
Underwriter's facilities, provided, that if courier services
(other than overnight delivery services utilized in the ordinary
course of business) are required to ensure that the Prospectus is
delivered to investors on the day immediately preceding the
Closing Date, the Company will pay such courier expenses.
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If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersigned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Underwriter and the Company.
Very truly yours,
SALOMON 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:
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