EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1998-11
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 June 23, 1998
Cherry Hill, NJ 08002
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 1998-11 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 1-A1 $191,300,000.00 6.75% 98.671850%
Class 1-A2 49,680,000.00 6.75 98.671850
Class 1-A3 4,860,000.00 7.00 98.671850
Class 1-A4 3,980,000.00 7.00 98.671850
Class 1-A5 3,980,000.00 7.00 98.671850
Class 1-A6 3,980,000.00 7.00 98.671850
Class 1-A7 16,800,000.00 6.50 98.671850
Class 1-A8 41,524,119.00 6.75 98.671850
Class 1-A9 3,275,000.00 6.75 98.671850
Class 1-A10 9,920,000.00 6.75 98.671850
Class 1-A11 51,000,000.00 6.75 98.671850
Class 1-A12 35,200,000.00 6.75 98.671850
Class 1-A13 14,900,000.00 6.75 98.671850
Class 1-A14 79,000.00 6.75 98.671850
Class 1-A15 45,620,000.00 6.75 98.671850
Class 1-A16 19,850,000.00 6.75 98.671850
Class 1-A17 720,000.00 6.75 98.671850
Class 1-R 100.00 6.75 98.671850
Class 1-M 9,579,000.00 6.75 99.604400
Class 1-B1 4,143,000.00 6.75 98.753860
Class 1-B2 2,330,000.00 6.75 96.605380
Class 2-M 4,607,000.00 6.75 99.604400
Class 2-B1 1,992,000.00 6.75 98.753860
Class 2-B2 1,121,000.00 6.75 96.605380
Class 3-M 1,157,000.00 6.50 99.198550
Class 3-B1 578,000.00 6.50 98.373660
Class 3-B2 289,000.00 6.50 97.558850
(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)
2
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, June 26,
1998 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates
(other than the Class 1-M, Class 1-B1, Class 1-B2, Class 2-M,
Class 2-B1, Class 2-B2, Class 3-M, Class 3-B1and Class 3-B2
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 1-M, Class 1-B1 and Class 1-B2 Certificates
shall have received Required Ratings of at least "AA," "A" and
"BBB," respectively, and 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, in each case, from Fitch. The
Class 3-M, Class 3-B1 and Class 3-B2 Certificates shall have
received Required Ratings of at least "AA," "A" and "BBB,"
respectively, S&P.
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.
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,
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: