EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1998-10
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 As of May 26, ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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 1998-10 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-M $9,307,000.00 6.75% 98.360940%
Class 1-B1 4,025,000.00 6.75 97.664620
Class 1-B2 2,264,000.00 6.75 95.618650
Class 2-M 1,360,000.00 6.50 98.527420
Class 2-B1 755,000.00 6.50 97.711220
Class 2-B2 378,000.00 6.50 96.904960
(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 Class 1-M, Class 1-B1 and
Class 1-B2 Certificates shall have received Required Ratings of
at least "AA," "A" and "BBB," respectively, from Fitch IBCA, Inc.
The Class 2-M, Class 2-B1 and Class 2-B2 Certificates shall have
received Required Ratings of at least "AA," "A" and "BBB,"
respectively, from Standard & Poor's Rating Services, a division
of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.
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.
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: