EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1998-11
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 June 23, 1998
Cherry Hill, NJ 08002
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 1998-11 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 1998-11 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 1998-11
Certificates shall evidence the entire beneficial ownership
interest in three mortgage pools ("Pool 1," "Pool 2" and "Pool
3," 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 June 1, 1998 (the "Cut-off Date"):
(a) Aggregate Principal Amount of Pool 1: $517,803,573
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 $494,950,000 or greater than
$547,050,000.
(b) Aggregate Principal Amount of Pool 2: $249,048,321
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 $237,500,000 or greater than
$262,500,000.
(c) Aggregate Principal Amount of Pool 3: $115,714,206
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 3 will be not less than
$109,250,000 or greater than $120,750,000.
(d) 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 1and Pool 2, and 10 and 15 years, in the
case of Pool 3.
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 2-A1 $ 23,177,880.00 6.75% 99.109380%
Class 2-A2 7,474,000.00 6.50 99.109380
Class 2-A3 11,633,823.00 (1) 99.109380
Class 2-A4 24,904,832.00 6.75 99.109380
Class 2-A5 24,125,000.00 6.75 99.109380
Class 2-A6 10,000,000.00 6.50 99.109380
Class 2-A7 3,016,177.00 (1) 99.109380
Class 2-A8 1,750,000.00 7.00 99.109380
Class 2-A9 1,750,000.00 (1) 99.109380
Class 2-A10 73,700,000.00 6.75 99.109380
Class 2-A11 44,500,000.00 6.75 99.109380
Class 2-A12 5,375,000.00 6.75 99.109380
Class 2-A13 (2) 0.25 99.109380
Class 2-A14 2,491,000.00 7.00 99.109380
Class 2-A15 2,491,000.00 7.00 99.109380
Class 2-A16 2,492,000.00 7.00 99.109380
Class 2-R 100.00 6.75 99.109380
Class 2-RL 100.00 6.75 99.109380
Class 3-A 112,817,662.00 6.50 99.625000
Class 3-R 100.00 6.50 99.625000
- ----------------------
(1) Interest will accrue on the Class 2-A3, Class 2-A7 and Class
2-A9 Certificates at the respective rates described in the
Prospectus.
(2) The Class 2-A13 Certificates will be issued with an initial
Notional Principal Balance of $ 10,000,000.00.
(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
2
interest rate per annum from and including the Cut-off Date up
to, but not including, June 26, 1998 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates
(other than the Class 2-A7 and Class 2-A13 Certificates) shall
have received Required Ratings of at least "AAA" from each of
Standard & Poor's Rating Services, a division of The McGraw-Hill
Companies, Inc.("S&P") and Fitch IBCA, Inc. ("Fitch"). The Class
2-A7 and Class 2-A13 Certificates shall have each received
Required Ratings of at least "AAAr" and "AAA" from S&P and Fitch,
respectively.
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 50% of all shipping, postage and courier expenses associated
with the delivery of the Prospectus to prospective investors and
investors in the Series 1998-11 Certificates, other than any
expenses incurred in connection with the use of overnight
delivery services that are utilized in the ordinary course of
business.
Section 7. Class 2-A9 Interest Account: On the Closing
Date, the Underwriter shall deliver to the Trustee by wire
transfer or by certified check an amount equal to $52,500.00 for
deposit in the Class 2-A9 Interest Account (as such term is
defined in the Prospectus Supplement.
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,
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: