GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1998-16
TERMS AGREEMENT
(to Underwriting Agreement
dated June 22, 1995,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus September 22, 0000
Xxxxxx Xxxx, XX 00000
Credit Suisse First Boston Corporation (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 1998-16
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
1998-16 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 1998-16
Certificates shall evidence the entire beneficial ownership
interest in a mortgage pool (the "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 September 1, 1998 (the
"Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pool:
$249,404,292.56 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 $237,500,000 or greater than $262,500,000.
(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 10 and 15 years.
Section 2. The Certificates: The Offered Certificates shall
be issued as follows:
(a) Classes: The Offered Certificates shall be issued
with the following Class designations, interest rates and
principal balances, subject in the aggregate to the variance
referred to in Section 1(a):
Principal Interest Class Purchase
Class Balance Rate Price Percentage
----- --------- -------- ----------------
Class A1 $53,222,479 6.50% 99.843750%
Class A2 6,750,000 6.50 99.843750%
Class A3 27,000,000 6.50 99.843750%
Class A4 (1) 0.25 99.843750%
Class A5 50,500,000 6.25 99.843750%
Class A6 106,500,000 6.50 99.843750%
Class R 100 6.50 99.843750%
Class RL 100 6.50 99.843750%
---------------------
(1) The Class A4 Certificates shall be issued within an initial
notional principal balance of $50,500,000.
(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, September
24, 1998 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates
(other than the Class A4 Certificates) shall have received
Required Ratings of "AAA" from each of Fitch IBCA, Inc., and S&P;
and the Class A4 Certificates shall have received a Required
Rating of "AAA" from Fitch and "AAAr" from S&P.
Section 5. Tax Treatment: One or more elections will be
made to treat the assets of the Trust Fund as a REMIC.
2
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,
CREDIT SUISSE FIRST BOSTON
CORPORATION
By:__________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
GE CAPITAL MORTGAGE SERVICES, INC.
By:_____________________________
Name:
Title:
