Execution
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1998-19
TERMS AGREEMENT
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(to Underwriting Agreement,
dated April 24, 1995,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus October 22, 0000
Xxxxxx Xxxx, XX 00000
PaineWebber Incorporated (the "Underwriter") agrees,
subject to the terms and provisions herein and of the captioned
Underwriting Agreement (the "Underwriting Agreement"), to
purchase the Classes of Series 1998-19 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 1998-19 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 Pool: The Series 1998-19
Certificates shall evidence the entire beneficial ownership
interest in a mortgage pool (the "Mortgage Pool") of
conventional, fixed-rate, first-lien, fully-amortizing, one- to
four-family residential mortgage loans (the "Mortgage Loans")
having the following characteristics as of October 1, 1998 (the
"Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pool:
$376,451,913 aggregate principal balance as of the Cut-off Date,
subject to a permitted variance such that the aggregate original
Certificate Principal Balance will be not less than $356,250,000
or greater than $393,750,000.
(b) Original Terms to Maturity: The original term to
maturity of substantially all of the Mortgage Loans included in
the Mortgage Pool shall be between 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):
Class
Principal Interest Purchase Price
Class Balance Rate Percentage
----- ------- ---- ----------
Class A1 $127,825,000 6.50% 99.5469%
Class A2 150,750,000 6.50% 99.5469%
Class A3 14,906,000 6.50% 99.5469%
Class A4 1,000,000 6.50% 99.5469%
Class A5 1,000,000 6.50% 99.5469%
Class A6 6,733,433 7.00% 99.5469%
Class A7 1,000,000 6.50% 99.5469%
Class A8 5,000,000 6.50% 99.5469%
Class A9 2,000,000 6.50% 99.5469%
Class A10 10,520,990 (1) 99.5469%
Class A11 2,945,877 (1) 99.5469%
Class A12 37,645,000 6.50% 99.5469%
Class R 100 6.50% 99.5469%
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(1) Interest will accrue on the Class A10 and Class A11
Certificates at the respective rates described in the
Prospectus.
(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, October 29,
1998 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates,
other than the Class A11 Certificates, shall have received
Required Ratings of at least "AAA" from Fitch IBCA, Inc.
("Fitch") and Standard & Poor's Rating Services, a division of
The XxXxxx-Xxxx Companies, Inc. ("S&P"), respectively. The Class
A11 Certificates shall have received Required Ratings of at least
"AAA" by Fitch and "AAAr" by S&P.
Section 5. Tax Treatment: One or more elections will be
made to treat the assets of the 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,
PAINEWEBBER 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:
