SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 30, 1998 GE CAPITAL MORTGAGE SERVICES, INC. (as Seller and Servicer under the Pooling and Servicing Agreement, dated as of July 1, 1998, providing for the issuance of REMIC Multi-Class Pass-Through Certificates, Series 1998-12) GE Capital Mortgage Services, Inc. (Exact name of registrant as specified in its charter) New Jersey 33-5042 21-0627285 ---------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) Three Executive Campus Cherry Hill, New Jersey 08002 (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code (609) 661-6100 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS General. On July 30, 1998, GE Capital Mortgage Services, Inc. ("GECMSI") offered to investors certain classes of its REMIC Multi-Class Pass-Through Certificates, Series 1998-12 (the "Certificates"), consisting of four groups of Certificates (the "Pool 1 Certificates" , "Pool 2 Certificates", "Pool 3 Certificates" and the "Pool 4 Certificates"), each evidencing beneficial ownership interests in a distinct trust fund (each, a "Trust Fund"). The assets of each Trust Fund consist primarily of a distinct pool ("Pool 1", "Pool 2", "Pool 3" and "Pool 4", respectively, and each a "Mortgage Pool") of conventional, fixed-rate, first-lien, fully-amortizing, one- to four-family residential loans (the "Mortgage Loans"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Prospectus dated May 26, 1998 as supplemented by the Prospectus Supplement dated July 25, 1998, each as filed by GECMSI with the Securities and Exchange Commission pursuant to Rule 424(b) under The Securities Act of 1933. The original principal balance of each Class of the Pool 1 Certificates is as follows: Class 1-A1 $53,290,000.00 Class 1-A2 $39,687,000.00 Class 1-A3 $43,496,000.00 Class 1-A4 $33,220,000.00 Class 1-A5 $13,974,000.00 Class 1-A6 (1) Class 1-A7 $93,271,000.00 Class 1-A8 $38,202,219.00 Class 1-A9 $9,904,279.00 Class 1-A10 $116,705.00 Class 1-A11 $28,341,750.00 Class 1-A12 $9,447,250.00 Class 1-A13 $20,199,000.00 Class 1-A14 $625,797.00 Class 1-B1 $3,205,500.00 Class 1-B2 $1,803,000.00 Class 1-B3 $1,603,000.00 Class 1-B4 $801,000.00 Class 1-B5 $1,202,871.10 Class 1-M $7,412,000.00 Class 1-R $50.00 Class 1-RL $50.00 Class 1-PO $859,424.52 ----------------- Total : $400,661,895.62 (1) Initial Notional Principle Balance of Class 1-A6 is $3,177,829.00. The initial Pool 1 Junior Percentage and initial Pool 1 Senior Percentage are approximately 4.00% and 96.00%, respectively. The "Pool 1 Bankruptcy Loss Amount," the "Pool 1 Fraud Loss Amount" and the "Pool 1 Special Hazard Loss Amount" as of the initial issuance of the Pool 1 Certificates are $147,025.00, $4,006,619.00 and $4,475,747.00, respectively, representing approximately .0367%, 1.0000%, and 1.1171%, respectively, of the aggregate Scheduled Principal Balances of the Pool 1 Mortgage Loans as of July 1, 1998 (the "Cut-off Date"). 2 POOL 2 The original principal balance of each Class of the Pool 2 Certificates is as follows: Class 2-A1 $42,800,000.00 Class 2-A2 $23,450,000.00 Class 2-A3 (1) Class 2-A4 $69,660,000.00 Class 2-A5 $13,416,000.00 Class 2-A6 $4,644,000.00 Class 2-A7 $5,361,000.00 Class 2-A8 $968,000.00 Class 2-A9 $31,800,000.00 Class 2-B1 $1,502,000.00 Class 2-B2 $801,000.00 Class 2-B3 $801,000.00 Class 2-B4 $401,000.00 Class 2-B5 $801,080.75 Class 2-M $3,703,000.00 Class 2-R $100.00 Class 2-RL $100.00 Class 2-PO $114,033.61 ----------------- Total : $200,222,314.36 (1) The Class 2-A3 Certificates are issued with an initial Notional Principle Balance of $1,645,926.00. The initial Pool 2 Junior Percentage and initial Pool 2 Senior Percentage are approximately 4.00% and 96.00%, respectively. The "Pool 2 Bankruptcy Loss Amount", the "Pool 2 Fraud Loss Amount" and the "Pool 2 Special Hazard Loss Amount" as of the initial issuance of the Pool 2 Certificates are $100,000.00, $2,002,223.00 and $3,003,335.00, respectively, representing approximately .0499%, 1.0000%, and 1.5000%, respectively, of the aggregate Scheduled Principal Balances of the Pool 2 Mortgage Loans as of the Cut-off Date. 3 POOL 3 The original principal balance of each Class of the Pool 3 Certificates is as follows: Class 3-A1 $37,700,000.00 Class 3-A2 $2,300,000.00 Class 3-A3 $10,000,000.00 Class 3-A4 $121,818,119.00 Class 3-B1 $440,005.00 Class 3-B2 $440,005.00 Class 3-B3 $792,010.00 Class 3-B4 $264,003.00 Class 3-B5 $264,007.25 Class 3-M $1,320,017.00 Class 3-R $100.00 Class 3-PO $664,090.01 ----------------- Total : $176,002,356.26 The initial Pool 3 Junior Percentage and initial Pool 3 Senior Percentage are approximately 2.00% and 98.00%, respectively. The "Pool 3 Bankruptcy Loss Amount", the "Pool 3 Fraud Loss Amount" and the "Pool 3 Special Hazard Loss Amount" as of the initial issuance of the Pool 3 Certificates are $100,000.00, $1,760,024.00 and $1,975,000.00, respectively, representing approximately .0568%, 1.0000%, and 1.1221%, respectively, of the aggregate Scheduled Principal Balances of the Pool 3 Mortgage Loans as of the Cut-off Date. 4 POOL 4 The original principal balance of each Class of the Pool 4 Certificates is as follows: Class 4-A1 $71,750,000.00 Class 4-A2 $11,149,185.00 Class 4-A3 $3,716,395.00 Class 4-A4 $20,140,000.00 Class 4-A5 $45,100,000.00 Class 4-A6 $19,500,000.00 Class 4-A7 $3,125,000.00 Class 4-A8 $3,125,000.00 Class 4-A9 $3,300,000.00 Class 4-A10 $3,100,000.00 Class 4-A11 $3,100,000.00 Class 4-A12 $3,750,000.00 Class 4-A13 $2,124,900.00 Class 4-B1 $1,610,914.00 Class 4-B2 $906,139.00 Class 4-B3 $805,457.00 Class 4-B4 $402,728.00 Class 4-B5 $604,096.57 Class 4-M $3,725,240.00 Class 4-R $100.00 Class 4-PO $329,191.69 ----------------- Total : $201,364,346.26 The initial Pool 4 Junior Percentage and initial Pool 4 Senior Percentage are approximately 4.00% and 96.00%, respectively. The "Pool 4 Bankruptcy Loss Amount", the "Pool 4 Fraud Loss Amount" and the "Pool 4 Special Hazard Loss Amount" as of the initial issuance of the Pool 4 Certificates are $100,000.00, $2,013,643.00 and $2,520,000.00, respectively, representing approximately .0497%, 1.0000%, and 1.2515%, respectively, of the aggregate Scheduled Principal Balances of the Pool 4 Mortgage Loans as of the Cut-off Date. 4 Description of the Mortgage Pool and the Mortgaged Properties Pool 1 Pool 1 consists primarily of fixed-rate, first-lien, fully-amortizing, conventional Mortgage Loans ( the "Pool 1 Mortgage Loans") evidenced by Mortgage Notes which have original maturities of 20 to 30 years and an aggregate outstanding Scheduled Principal Balance as of the Cut-off Date, after deducting payments of principal due on or before such date and prepayments of principal received before such date, of $400,661,895.62. The interest rates (the "Mortgage Rates") borne by the 1,266 Pool 1 Mortgage Loans conveyed by GECMSI to the related trust fund range from 6.50% to 8.875% and the weighted average Mortgage Rate of the Pool 1 Mortgage Loans as of the Cut-off Date is 7.3779% per annum (all weighted averages of the Pool 1 Mortgage Loans in this filing are weighted by aggregate outstanding Scheduled Principal Balance of all Pool 1 Mortgage Loans as of the Cut-off Date). At origination, the principal balances of the Pool 1 Mortgage Loans ranged from $20,000.00 to $1,400,000.00, and, as of the Cut-off Date, the average outstanding Scheduled Principal Balance of the Pool 1 Mortgage Loans is $316,478.59, after application of principal payments due on or before the Cut-off Date and prepayments of principal received before such date. The earliest origination date of any Pool 1 Mortgage Loan is September 1995, and the latest scheduled maturity date of any such Mortgage Loan is July 2028. The weighted average loan-to-value ratio at origination of the Pool 1 Mortgage Loans as of the Cut-off Date is 75.6226%. 6 The Pool 1 Mortgage Loans have the following characteristics as of the Cut-off Date: a) The following table sets forth information, as of the Cut-off Date, with respect to the Mortgage Rates borne by the Pool 1 Mortgage Loans: AGGREGATE % OF BALANCES POOL BY MORTGAGE # OF AS OF AGGREGATE RATES LOANS CUT-OFF DATE BALANCE -------- ----- ------------ --------- 6.5000% 1 $427,224.05 0.1066% 6.6250% 8 $2,450,436.89 0.6116% 6.7500% 29 $9,348,595.50 2.3333% 6.8750% 59 $19,066,856.65 4.7588% 7.0000% 102 $32,626,494.98 8.1431% 7.1250% 100 $31,021,968.60 7.7427% 7.2500% 172 $56,419,500.40 14.0816% 7.3750% 219 $68,981,918.68 17.2170% 7.5000% 258 $82,974,467.50 20.7093% 7.6250% 148 $48,301,225.80 12.0554% 7.7500% 89 $27,380,787.73 6.8339% 7.8750% 42 $11,486,431.26 2.8669% 8.0000% 24 $6,302,119.06 1.5729% 8.1250% 7 $1,987,236.34 0.4960% 8.2500% 3 $912,562.75 0.2278% 8.3750% 1 $456,000.00 0.1138% 8.5000% 1 $222,866.53 0.0556% 8.6250% 1 $155,000.00 0.0387% 8.7500% 1 $56,250.00 0.0140% 8.8750% 1 $83,952.90 0.0210% ----- --------------- --------- Total 1,266 $400,661,895.62 100.0000% 7 b) The following table sets forth information, as of the Cut-off Date, with respect to the original principal balances of the Pool 1 Mortgage Loans : AGGREGATE % OF BALANCES POOL BY ORIGINAL # OF AS OF AGGREGATE BALANCES LOANS CUT-OFF DATE BALANCE -------- ----- ------------ --------- $0 - 227,150 98 $14,610,109.96 3.6465% $227,151 - 250,000 166 $39,984,444.81 9.9796% $250,001 - 300,000 430 $117,749,678.55 29.3887% $300,001 - 350,000 220 $71,481,751.95 17.8409% $350,001 - 400,000 160 $60,247,355.51 15.0370% $400,001 - 450,000 74 $31,649,412.62 7.8993% $450,001 - 600,000 97 $49,472,511.42 12.3477% $600,001 - 650,000 14 $8,933,461.98 2.2297% $650,001 - 1,000,000+ 7 $6,533,168.82 1.6306% ----- --------------- --------- Total 1,266 $400,661,895.62 100.0000% The largest outstanding Scheduled Principal Balance of any Pool 1 Mortgage Loan, as of the Cut-off Date, is $1,398,986.72. The smallest outstanding Scheduled Principal Balance of any Pool 1 Mortgage Loan, as of the Cut-off Date, is $19,986.58. c) The following table sets forth information, as of the Cut-off Date, with respect to the years of origination of the Pool 1 Mortgage Loans: AGGREGATE % OF BALANCES POOL BY YEAR OF # OF AS OF AGGREGATE ORIGINATION LOANS CUT-OFF DATE BALANCE ----------- ----- ------------ --------- 1995 2 $513,323.89 0.1281% 1997 65 $18,927,291.47 4.7240% 1998 1,199 $381,221,280.26 95.1479% ----- --------------- --------- Total 1,266 $400,661,895.62 100.0000% 8 d) The following table sets forth information, as of the Cut-off Date, with respect to the loan-to-value ratios of the Pool 1 Mortgage Loans at origination: LOAN- AGGREGATE % OF TO-VALUE BALANCES POOL BY RATIO AT # OF AS OF AGGREGATE ORIGINATION LOANS CUT-OFF DATE BALANCE ----------- ----- ------------ --------- 00.000 - 50.00 46 $15,701,382.09 3.9189% 50.001 - 60.00 71 $23,457,812.95 5.8548% 60.001 - 70.00 148 $50,708,661.21 12.6562% 70.001 - 75.00 190 $65,578,366.93 16.3675% 75.001 - 80.00 587 $180,741,951.96 45.1109% 80.001 - 85.00 37 $11,575,181.03 2.8890% 85.001 - 90.00 120 $35,554,474.56 8.8739% 90.001 - 95.00 66 $17,170,386.77 4.2855% 95.001 - 100.00 1 $173,678.12 0.0433% ----- --------------- --------- Total 1,266 $400,661,895.62 100.0000% e) The following table sets forth information, as of the Cut-off Date, with respect to the type of Mortgaged Properties securing the Pool 1 Mortgage Loans: AGGREGATE % OF BALANCES POOL BY TYPE OF # OF AS OF AGGREGATE DWELLING LOANS CUT-OFF DATE BALANCE - -------- ----- ------------ --------- Single-family detached 1,136 $362,664,959.31 90.5164% Single-family attached 34 $10,555,906.38 2.6346% Condominium 65 $18,282,029.86 4.5630% 2 - 4 Family Units 22 $7,508,030.42 1.8739% Co-op 9 $1,650,969.65 0.4121% ----- --------------- --------- Total 1,266 $400,661,895.62 100.0000% f) The following table sets forth information, as of the Cut-off Date, with respect to the occupancy status of the Mortgaged Properties securing the Pool 1 Mortgage Loans as represented by the mortgagors at origination: AGGREGATE % OF BALANCES POOL BY # OF AS OF AGGREGATE OCCUPANCY LOANS CUT-OFF DATE BALANCE - --------- ----- ------------ --------- Owner Occupied 1,239 $394,258,513.78 98.4018% Vacation 11 $3,015,791.20 0.7527% Investment 16 $3,387,590.64 0.8455% ----- --------------- --------- Total 1,266 $400,661,895.62 100.0000% 9 g) The following table sets forth information, as of the Cut-off Date, with respect to the geographic distribution of the Mortgaged Properties securing the Pool 1 Mortgage Loans: AGGREGATE % OF BALANCES POOL BY # OF AS OF AGGREGATE STATE LOANS CUT-OFF DATE BALANCE - ----- ----- ------------ --------- Alabama 2 $504,961.14 0.1260% Arizona 11 $3,679,993.74 0.9185% California 610 $199,544,684.49 49.8039% Colorado 24 $6,532,882.86 1.6305% Connecticut 29 $10,443,519.46 2.6066% Delaware 1 $259,017.05 0.0646% District Of Columbia 3 $1,246,968.23 0.3112% Florida 23 $8,045,392.95 2.0080% Georgia 13 $4,187,624.82 1.0452% Hawaii 6 $1,813,107.10 0.4525% Idaho 1 $291,952.57 0.0729% Illinois 39 $12,122,822.61 3.0257% Indiana 3 $722,659.01 0.1804% Kansas 1 $133,857.81 0.0334% Kentucky 1 $244,031.13 0.0609% Louisiana 3 $1,425,391.38 0.3558% Maine 2 $570,952.56 0.1425% Maryland 44 $12,687,352.06 3.1666% Massachusetts 84 $26,425,245.58 6.5955% Michigan 34 $10,336,704.79 2.5799% Minnesota 9 $2,789,687.38 0.6963% Missouri 5 $1,673,848.48 0.4178% Nevada 7 $1,771,807.47 0.4422% New Hampshire 7 $2,102,249.76 0.5247% New Jersey 84 $24,543,874.50 6.1258% New Mexico 6 $1,892,420.39 0.4723% New York 55 $17,371,490.45 4.3357% North Carolina 14 $3,635,135.62 0.9073% Ohio 9 $2,758,832.44 0.6886% Oklahoma 2 $511,011.30 0.1275% Oregon 5 $1,300,497.50 0.3246% Pennsylvania 24 $7,615,506.78 1.9007% Rhode Island 2 $765,419.53 0.1910% South Carolina 2 $491,946.01 0.1228% Tennessee 4 $1,168,872.41 0.2917% Texas 26 $7,310,677.19 1.8246% Utah 1 $343,000.00 0.0856% Vermont 1 $249,804.98 0.0623% Virginia 52 $15,955,185.77 3.9822% Washington 13 $4,047,083.50 1.0101% Wisconsin 4 $1,144,422.82 0.2856% ----- --------------- --------- Total 1,266 $400,661,895.62 100.0000% 10 h) The following table sets forth information, as of the Cut-off Date, with respect to the maturity dates of the Pool 1 Mortgage Loans: AGGREGATE % OF BALANCES POOL BY YEAR OF # OF AS OF AGGREGATE MATURITY LOANS CUT-OFF DATE BALANCE -------- ----- ------------ --------- 2017 1 $249,472.09 0.0623% 2018 14 $3,247,329.97 0.8105% 2023 4 $1,139,856.32 0.2845% 2025 2 $513,323.89 0.1281% 2027 38 $11,133,868.83 2.7789% 2028 1,207 $384,378,044.52 95.9357% ----- --------------- --------- Total 1,266 $400,661,895.62 100.0000% The weighted average scheduled remaining term to maturity of the Pool 1 Mortgage Loans calculated as of the Cut-off Date is 357 months. i) The following table sets forth information, as of the Cut-off Date, with respect to the purpose of the Pool 1 Mortgage Loans. The basis for such determination is the making of a representation by the Mortgagor at origination: AGGREGATE % OF BALANCES POOL BY PURPOSE # OF AS OF AGGREGATE OF LOAN LOANS CUT-OFF DATE BALANCE - ------- ----- ------------ --------- Purchase 696 $214,985,190.88 53.6575% Rate Term/Refinance 435 $139,347,109.41 34.7792% Cash-out Refinance 135 $46,329,595.33 11.5633% ----- --------------- --------- Total 1,266 $400,661,895.62 100.0000% 11 Pool 2 Pool 2 consists primarily of fixed-rate, first-lien, fully-amortizing, conventional Mortgage Loans (the "Pool 2 Mortgage Loans") evidenced by Mortgage Notes which have original maturities of 20 to 30 years and an aggregate outstanding Scheduled Principal Balance as of the Cut-off Date, after deducting payments of principal due on or before such date and prepayments of principal received before such date, of $200,222,314.36. The interest rates (the "Mortgage Rates") borne by the 623 Pool 2 Mortgage Loans conveyed by GECMSI to the related trust fund range from 6.3750% to 8.7500% and the weighted average Mortgage Rate of the Pool 2 Mortgage Loans as of the Cut-off Date is 7.4576% per annum (all weighted averages of the Pool 2 Mortgage Loans in this filing are weighted by aggregate outstanding Scheduled Principal Balance of all Pool 2 Mortgage Loans as of the Cut-off Date). At origination, the principal balances of the Pool 2 Mortgage Loans ranged from $60,0000.00 to $1,100,000.00, and, as of the Cut-off Date, the average outstanding Scheduled Principal Balance of the Pool 2 Mortgage Loans is $321,384.13, after application of principal payments due on or before the Cut-off Date and prepayments of principal received before such date. The earliest origination date of any Pool 2 Mortgage Loan is June 1997, and the latest scheduled maturity date of any such Mortgage Loan is June 2028. The weighted average loan-to-value ratio at origination of the Pool 2 Mortgage Loans as of the Cut-off Date is 74.7503%. 12 The Pool 2 Mortgage Loans have the following characteristics as of the Cut-off Date: a) The following table sets forth information, as of the Cut-off Date, with respect to the Mortgage Rates borne by the Pool 2 Mortgage Loans: AGGREGATE % OF BALANCES POOL BY MORTGAGE # OF AS OF AGGREGATE RATES LOANS CUT-OFF DATE BALANCE -------- ----- ------------ --------- 6.3750% 1 $463,570.24 0.2315% 6.6250% 1 $294,140.25 0.1469% 6.7500% 2 $541,673.21 0.2705% 6.8750% 9 $3,539,739.27 1.7679% 7.0000% 21 $6,405,433.16 3.1992% 7.1250% 28 $9,257,414.79 4.6236% 7.1500% 1 $303,609.51 0.1516% 7.2500% 95 $29,528,421.74 14.7478% 7.3500% 1 $311,788.43 0.1557% 7.3750% 139 $47,412,675.13 23.6799% 7.4000% 1 $240,883.54 0.1203% 7.4500% 3 $1,317,082.73 0.6578% 7.5000% 113 $35,664,560.20 17.8125% 7.5500% 3 $925,180.79 0.4621% 7.6250% 95 $29,759,206.53 14.8631% 7.6500% 1 $518,103.57 0.2588% 7.7500% 55 $17,810,237.11 8.8952% 7.8500% 1 $448,423.20 0.2240% 7.8750% 40 $12,683,032.36 6.3345% 8.0000% 4 $776,457.09 0.3878% 8.1250% 4 $1,112,542.82 0.5557% 8.2500% 2 $198,543.88 0.0992% 8.3750% 1 $344,890.44 0.1723% 8.5000% 1 $227,083.60 0.1134% 8.7500% 1 $137,620.77 0.0687% ----- --------------- --------- Total 623 $200,222,314.36 100.0000% 13 b) The following table sets forth information, as of the Cut-off Date, with respect to the original principal balances of the Pool 2 Mortgage Loans : AGGREGATE % OF BALANCES POOL BY ORIGINAL # OF AS OF AGGREGATE BALANCES LOANS CUT-OFF DATE BALANCE -------- ----- ------------ --------- $0 - 227,150 54 $9,142,457.53 4.5662% $227,151 - 250,000 69 $16,526,343.66 8.2540% $250,001 - 300,000 211 $57,797,139.84 28.8665% $300,001 - 350,000 110 $35,617,574.11 17.7890% $350,001 - 400,000 73 $27,311,075.14 13.6404% $400,001 - 450,000 46 $19,541,056.11 9.7597% $450,001 - 600,000 40 $19,977,000.13 9.9774% $600,001 - 650,000 12 $7,638,170.30 3.8148% $650,001 - 1,000,000+ 8 $6,671,497.54 3.3320% ----- --------------- --------- Total 623 $200,222,314.36 100.0000% The largest outstanding Scheduled Principal Balance of any Pool 2 Mortgage Loan, as of the Cut-off Date, is $1,098,320.83. The smallest outstanding Scheduled Principal Balance of any Pool 2 Mortgage Loan, as of the Cut-off Date, is $59,908.40. c) The following table sets forth information, as of the Cut-off Date, with respect to the years of origination of the Pool 2 Mortgage Loans: AGGREGATE % OF BALANCES POOL BY YEAR OF # OF AS OF AGGREGATE ORIGINATION LOANS CUT-OFF DATE BALANCE ----------- ----- ------------ --------- 1997 13 $3,425,663.10 1.7109% 1998 610 $196,796,651.26 98.2891% ----- --------------- --------- Total 623 $200,222,314.36 100.0000% 14 d) The following table sets forth information, as of the Cut-off Date, with respect to the loan-to-value ratios of the Pool 2 Mortgage Loans at origination: LOAN- AGGREGATE % OF TO-VALUE BALANCES POOL BY RATIO AT # OF AS OF AGGREGATE ORIGINATION LOANS CUT-OFF DATE BALANCE ----------- ----- ------------ --------- 00.000 - 50.00 27 $9,198,345.14 4.5941% 50.001 - 60.00 36 $13,188,425.84 6.5869% 60.001 - 70.00 79 $28,952,447.84 14.4601% 70.001 - 75.00 91 $31,114,284.79 15.5399% 75.001 - 80.00 290 $90,182,568.87 45.0412% 80.001 - 85.00 10 $3,052,859.54 1.5247% 85.001 - 90.00 53 $15,833,715.27 7.9081% 90.001 - 95.00 37 $8,699,667.07 4.3450% ----- --------------- --------- Total 623 $200,222,314.36 100.0000% e) The following table sets forth information, as of the Cut-off Date, with respect to the type of Mortgaged Properties securing the Pool 2 Mortgage Loans: AGGREGATE % OF BALANCES POOL BY TYPE OF # OF AS OF AGGREGATE DWELLING LOANS CUT-OFF DATE BALANCE - -------- ----- ------------ --------- Single-family detached 568 $183,742,604.16 91.7693% Single-family attached 8 $2,461,454.93 1.2294% Condominium 41 $12,295,719.83 6.1410% 2 - 4 Family Units 6 $1,722,535.44 0.8603% ----- --------------- --------- Total 623 $200,222,314.36 100.0000% f) The following table sets forth information, as of the Cut-off Date, with respect to the occupancy status of the Mortgaged Properties securing the Pool 2 Mortgage Loans as represented by the mortgagors at origination: AGGREGATE % OF BALANCES POOL BY # OF AS OF AGGREGATE OCCUPANCY LOANS CUT-OFF DATE BALANCE - --------- ----- ------------ --------- Owner Occupied 608 $196,729,930.73 98.2557% Vacation 7 $2,102,683.04 1.0502% Investment 8 $1,389,700.59 0.6941% ----- --------------- --------- Total 623 $200,222,314.36 100.0000% 15 g) The following table sets forth information, as of the Cut-off Date, with respect to the geographic distribution of the Mortgaged Properties securing the Pool 2 Mortgage Loans: AGGREGATE % OF BALANCES POOL BY # OF AS OF AGGREGATE STATE LOANS CUT-OFF DATE BALANCE - ----- ----- ------------ --------- California 623 $200,222,314.36 100.0000% ----- --------------- --------- Total 623 $200,222,314.36 100.0000% 16 h) The following table sets forth information, as of the Cut-off Date, with respect to the maturity dates of the Pool 2 Mortgage Loans. AGGREGATE % OF BALANCES POOL BY YEAR OF # OF AS OF AGGREGATE MATURITY LOANS CUT-OFF DATE BALANCE -------- ----- ------------ --------- 2018 1 $232,579.22 0.1162% 2022 1 $250,934.70 0.1253% 2023 1 $275,691.64 0.1377% 2027 7 $1,616,458.16 0.8073% 2028 613 $197,846,650.64 98.8135% ----- --------------- --------- Total 623 $200,222,314.36 100.0000% The weighted average scheduled remaining term to maturity of the Pool 2 Mortgage Loans calculated as of the Cut-off Date is 358 months. i) The following table sets forth information, as of the Cut-off Date, with respect to the purpose of the Pool 2 Mortgage Loans. The basis for such determination is the making of a representation by the Mortgagor at origination: AGGREGATE % OF BALANCES POOL BY PURPOSE # OF AS OF AGGREGATE OF LOAN LOANS CUT-OFF DATE BALANCE - ------- ----- ------------ --------- Purchase 271 $85,125,590.57 42.5155% Rate Term/Refinance 273 $89,140,319.23 44.5207% Cash-out Refinance 79 $25,956,404.56 12.9638% ----- --------------- --------- Total 623 $200,222,314.36 100.0000% 17 Pool 3 Pool 3 consists primarily of fixed-rate, first-lien, fully-amortizing, conventional Mortgage Loans (the "Pool 3 Mortgage Loans") evidenced by Mortgage Notes which have original maturities of 10 to 15 years and an aggregate outstanding Scheduled Principal Balance as of the Cut-off Date, after deducting payments of principal due on or before such date and prepayments of principal received before such date, of $176,002,356.26. The interest rates (the "Mortgage Rates") borne by the 537 Pool 3 Mortgage Loans conveyed by GECMSI to the related trust fund range from 6.0000% to 8.5000% and the weighted average Mortgage Rate of the Pool 3 Mortgage Loans as of the Cut-off Date is 7.0423% per annum (all weighted averages of the Pool 3 Mortgage Loans in this filing are weighted by aggregate outstanding Scheduled Principal Balance of all Pool 3 Mortgage Loans as of the Cut-off Date). At origination, the principal balances of the Pool 3 Mortgage Loans ranged from $25,450.00 to $987,500.00, and, as of the Cut-off Date, the average outstanding Scheduled Principal Balance of the Pool 3 Mortgage Loans is $327,751.13, after application of principal payments due on or before the Cut-off Date and prepayments of principal received before such date. The earliest origination date of any Pool 3 Mortgage Loan is February 1996, and the latest scheduled maturity date of any such Mortgage Loan is July 2013. The weighted average loan-to-value ratio at origination of the Pool 3 Mortgage Loans as of the Cut-off Date is 67.8099%. 18 The Pool 3 Mortgage Loans have the following characteristics as of the Cut-off Date: a) The following table sets forth information, as of the Cut-off Date, with respect to the Mortgage Rates borne by the Pool 3 Mortgage Loans: AGGREGATE % OF BALANCES POOL BY MORTGAGE # OF AS OF AGGREGATE RATES LOANS CUT-OFF DATE BALANCE -------- ----- ------------ --------- 6.0000% 1 $475,858.08 0.2704% 6.1250% 1 $457,936.73 0.2602% 6.2500% 6 $1,667,176.93 0.9472% 6.3750% 3 $1,386,503.49 0.7878% 6.5000% 18 $5,637,428.35 3.2030% 6.6250% 23 $7,804,479.77 4.4343% 6.7500% 49 $16,307,517.35 9.2655% 6.8250% 1 $359,194.70 0.2041% 6.8750% 79 $26,903,884.95 15.2861% 7.0000% 82 $26,775,347.48 15.2131% 7.1250% 100 $32,255,246.51 18.3265% 7.2500% 86 $28,181,365.42 16.0119% 7.3750% 43 $15,525,487.74 8.8212% 7.5000% 33 $9,672,029.60 5.4954% 7.6250% 5 $1,361,271.33 0.7734% 7.7500% 2 $603,294.26 0.3428% 7.8750% 2 $132,798.38 0.0755% 8.0000% 2 $438,735.19 0.2493% 8.5000% 1 $56,800.00 0.0323% ----- --------------- --------- Total 537 $176,002,356.26 100.0000% 19 b) The following table sets forth information, as of the Cut-off Date, with respect to the original principal balances of the Pool 3 Mortgage Loans : AGGREGATE % OF BALANCES POOL BY ORIGINAL # OF AS OF AGGREGATE BALANCES LOANS CUT-OFF DATE BALANCE -------- ----- ------------ --------- $0 - 227,150 31 $3,607,308.58 2.0496% $227,151 - 250,000 53 $12,801,831.35 7.2737% $250,001 - 300,000 185 $50,714,813.47 28.8148% $300,001 - 350,000 105 $34,145,799.44 19.4008% $350,001 - 400,000 64 $24,249,664.97 13.7780% $400,001 - 450,000 32 $13,719,979.17 7.7953% $450,001 - 600,000 51 $25,992,608.55 14.7683% $600,001 - 650,000 13 $8,322,395.64 4.7286% $650,001 - 1,000,000+ 3 $2,447,955.09 1.3909% ----- --------------- --------- Total 537 $176,002,356.26 100.0000% The largest outstanding Scheduled Principal Balance of any Pool 3 Mortgage Loan, as of the Cut-off Date, is $987,500.00. The smallest outstanding Scheduled Principal Balance of any Pool 3 Mortgage Loan, as of the Cut-off Date, is $25,450.00. c) The following table sets forth information, as of the Cut-off Date, with respect to the years of origination of the Pool 3 Mortgage Loans: AGGREGATE % OF BALANCES POOL BY YEAR OF # OF AS OF AGGREGATE ORIGINATION LOANS CUT-OFF DATE BALANCE ----------- ----- ------------ --------- 1996 4 $1,428,038.08 0.8114% 1997 27 $7,620,636.24 4.3298% 1998 506 $166,953,681.94 94.8588% ----- --------------- --------- Total 537 $176,002,356.26 100.0000% 20 d) The following table sets forth information, as of the Cut-off Date, with respect to the loan-to-value ratios of the Pool 3 Mortgage Loans at origination: LOAN- AGGREGATE % OF TO-VALUE BALANCES POOL BY RATIO AT # OF AS OF AGGREGATE ORIGINATION LOANS CUT-OFF DATE BALANCE ----------- ----- ------------ --------- 00.000 - 50.00 63 $19,414,470.65 11.0308% 50.001 - 60.00 69 $25,895,548.04 14.7132% 60.001 - 70.00 111 $38,842,162.94 22.0691% 70.001 - 75.00 112 $36,442,281.72 20.7056% 75.001 - 80.00 153 $46,859,497.80 26.6243% 80.001 - 85.00 6 $1,799,232.89 1.0223% 85.001 - 90.00 16 $5,084,367.03 2.8888% 90.001 - 95.00 7 $1,664,795.19 0.9459% ----- --------------- --------- Total 537 $176,002,356.26 100.0000% e) The following table sets forth information, as of the Cut-off Date, with respect to the type of Mortgaged Properties securing the Pool 3 Mortgage Loans: AGGREGATE % OF BALANCES POOL BY TYPE OF # OF AS OF AGGREGATE DWELLING LOANS CUT-OFF DATE BALANCE - -------- ----- ------------ --------- Single-family detached 488 $161,577,112.00 91.8039% Single-family attached 14 $4,383,288.47 2.4905% Condominium 31 $9,032,726.99 5.1322% 2 - 4 Family Units 4 $1,009,228.80 0.5734% ----- --------------- --------- Total 537 $176,002,356.26 100.0000% f) The following table sets forth information, as of the Cut-off Date, with respect to the occupancy status of the Mortgaged Properties securing the Pool 3 Mortgage Loans as represented by the mortgagors at origination: AGGREGATE % OF BALANCES POOL BY # OF AS OF AGGREGATE OCCUPANCY LOANS CUT-OFF DATE BALANCE - --------- ----- ------------ --------- Owner Occupied 512 $169,710,237.55 96.4250% Vacation 18 $5,550,944.88 3.1539% Investment 7 $741,173.83 0.4211% ----- --------------- --------- Total 537 $176,002,356.26 100.0000% 21 g) The following table sets forth information, as of the Cut-off Date, with respect to the geographic distribution of the Mortgaged Properties securing the Pool 3 Mortgage Loans: AGGREGATE % OF BALANCES POOL BY # OF AS OF AGGREGATE STATE LOANS CUT-OFF DATE BALANCE - ----- ----- ------------ --------- Alabama 2 $700,141.61 0.3978% Arizona 10 $2,936,901.82 1.6687% Arkansas 1 $598,086.37 0.3398% California 207 $66,325,241.29 37.6844% Colorado 12 $3,414,860.15 1.9402% Connecticut 10 $4,586,258.56 2.6058% Delaware 1 $254,362.36 0.1445% District Of Columbia 2 $657,574.59 0.3736% Florida 27 $9,165,342.25 5.2075% Georgia 24 $8,535,007.25 4.8494% Illinois 13 $4,901,386.91 2.7848% Indiana 2 $561,033.25 0.3188% Iowa 4 $654,829.07 0.3721% Louisiana 4 $1,133,205.91 0.6439% Maine 1 $263,350.00 0.1496% Maryland 22 $7,462,468.20 4.2400% Massachusetts 25 $9,611,344.34 5.4609% Michigan 17 $4,713,347.73 2.6780% Minnesota 3 $991,238.97 0.5632% Missouri 8 $2,376,834.89 1.3505% Nevada 3 $1,014,853.10 0.5766% New Hampshire 1 $359,194.70 0.2041% New Jersey 19 $6,308,794.36 3.5845% New York 17 $6,273,651.28 3.5645% North Carolina 18 $5,817,069.69 3.3051% North Dakota 1 $379,000.00 0.2153% Ohio 5 $1,725,548.83 0.9804% Oklahoma 2 $599,447.60 0.3406% Oregon 2 $746,056.77 0.4239% Pennsylvania 13 $4,799,586.12 2.7270% Rhode Island 1 $357,326.60 0.2030% South Carolina 7 $1,984,937.71 1.1278% Tennessee 7 $2,288,641.65 1.3003% Texas 16 $5,161,352.93 2.9325% Utah 2 $599,990.59 0.3409% Vermont 1 $268,000.00 0.1523% Virginia 18 $5,125,713.13 2.9123% Washington 6 $1,460,172.30 0.8296% Wisconsin 3 $890,203.38 0.5058% Total 537 $176,002,356.26 100.0000% 22 h) The following table sets forth information, as of the Cut-off Date, with respect to the maturity dates of the Pool 3 Mortgage Loans. AGGREGATE % OF BALANCES POOL BY YEAR OF # OF AS OF AGGREGATE MATURITY LOANS CUT-OFF DATE BALANCE -------- ----- ------------ --------- 2008 12 $3,487,495.45 1.9815% 2011 4 $1,191,360.46 0.6769% 2012 25 $7,062,590.79 4.0128% 2013 496 $164,260,909.56 93.3288% ----- --------------- --------- Total 537 $176,002,356.26 100.0000% The weighted average scheduled remaining term to maturity of the Pool 3 Mortgage Loans calculated as of the Cut-off Date is 177 months. i) The following table sets forth information, as of the Cut-off Date, with respect to the purpose of the Pool 3 Mortgage Loans. The basis for such determination is the making of a representation by the Mortgagor at origination: AGGREGATE % OF BALANCES POOL BY PURPOSE # OF AS OF AGGREGATE OF LOAN LOANS CUT-OFF DATE BALANCE - ------- ----- ------------ --------- Purchase 143 $47,565,796.88 27.0257% Rate Term/Refinance 306 $100,169,731.98 56.9138% Cash-out Refinance 88 $28,266,827.40 16.0605% ----- --------------- --------- Total 537 $176,002,356.26 100.0000% 23 Pool 4 Pool 4 consists primarily of fixed-rate, first-lien, fully-amortizing, conventional Mortgage Loans ( the "Pool 4 Mortgage Loans") evidenced by Mortgage Notes which have original maturities of 20 to 30 years and an aggregate outstanding Scheduled Principal Balance as of the Cut-off Date, after deducting payments of principal due on or before such date and prepayments of principal received before such date, of $201,364,346.26. The interest rates (the "Mortgage Rates") borne by the 643 Pool 4 Mortgage Loans conveyed by GECMSI to the related trust fund range from 6.5000% to 8.7500% and the weighted average Mortgage Rate of the Pool 4 Mortgage Loans as of the Cut-off Date is 7.3721% per annum (all weighted averages of the Pool 4 Mortgage Loans in this filing are weighted by aggregate outstanding Scheduled Principal Balance of all Pool 4 Mortgage Loans as of the Cut-off Date). At origination, the principal balances of the Pool 4 Mortgage Loans ranged from $54,000.00 to $1,260,000.00, and, as of the Cut-off Date, the average outstanding Scheduled Principal Balance of the Pool 4 Mortgage Loans is $313,163.84, after application of principal payments due on or before the Cut-off Date and prepayments of principal received before such date. The earliest origination date of any Pool 4 Mortgage Loan is September 1997, and the latest scheduled maturity date of any such Mortgage Loan is July 2028. The weighted average loan-to-value ratio at origination of the Pool 4 Mortgage Loans as of the Cut-off Date is 75.5049%. 24 The Pool 4 Mortgage Loans have the following characteristics as of the Cut-off Date: a) The following table sets forth information, as of the Cut-off Date, with respect to the Mortgage Rates borne by the Pool 4 Mortgage Loans: AGGREGATE % OF BALANCES POOL BY MORTGAGE # OF AS OF AGGREGATE RATES LOANS CUT-OFF DATE BALANCE -------- ----- ------------ --------- 6.5000% 4 $1,077,739.17 0.5352% 6.7500% 9 $2,791,532.85 1.3863% 6.8750% 33 $10,096,183.01 5.0139% 7.0000% 37 $11,947,279.66 5.9332% 7.1250% 54 $16,307,298.10 8.0984% 7.2500% 128 $40,112,231.26 19.9202% 7.3750% 109 $33,726,141.91 16.7488% 7.5000% 128 $41,293,626.08 20.5068% 7.6250% 71 $23,740,365.77 11.7898% 7.7500% 35 $11,695,833.70 5.8083% 7.8750% 19 $5,047,735.39 2.5068% 8.0000% 5 $1,306,207.82 0.6487% 8.1250% 4 $1,437,680.98 0.7140% 8.2500% 3 $283,965.56 0.1410% 8.3750% 1 $135,900.00 0.0675% 8.5000% 2 $262,625.00 0.1304% 8.7500% 1 $102,000.00 0.0507% ----- --------------- --------- Total 643 $201,364,346.26 100.0000% 25 b) The following table sets forth information, as of the Cut-off Date, with respect to the original principal balances of the Pool 4 Mortgage Loans : AGGREGATE % OF BALANCES POOL BY ORIGINAL # OF AS OF AGGREGATE BALANCES LOANS CUT-OFF DATE BALANCE -------- ----- ------------ --------- $0 - 227,150 42 $6,538,524.94 3.2471% $227,151 - 250,000 79 $19,081,784.19 9.4763% $250,001 - 300,000 247 $67,619,191.30 33.5805% $300,001 - 350,000 127 $41,243,222.94 20.4819% $350,001 - 400,000 66 $24,784,783.28 12.3084% $400,001 - 450,000 28 $11,879,579.44 5.8995% $450,001 - 600,000 42 $21,440,120.82 10.6474% $600,001 - 650,000 8 $5,158,091.29 2.5616% $650,001 - 1,000,000+ 4 $3,619,048.06 1.7973% ----- --------------- --------- Total 643 $201,364,346.26 100.0000% The largest outstanding Scheduled Principal Balance of any Pool 4 Mortgage Loan, as of the Cut-off Date, is $1,260,000.00. The smallest outstanding Scheduled Principal Balance of any Pool 4 Mortgage Loan, as of the Cut-off Date, is $53,965.56. c) The following table sets forth information, as of the Cut-off Date, with respect to the years of origination of the Pool 4 Mortgage Loans: AGGREGATE % OF BALANCES POOL BY YEAR OF # OF AS OF AGGREGATE ORIGINATION LOANS CUT-OFF DATE BALANCE ----------- ----- ------------ --------- 1997 2 $482,251.24 0.2395% 1998 641 $200,882,095.02 99.7605% ----- --------------- --------- Total 643 $201,364,346.26 100.0000% 26 d) The following table sets forth information, as of the Cut-off Date, with respect to the loan-to-value ratios of the Pool 4 Mortgage Loans at origination: LOAN- AGGREGATE % OF TO-VALUE BALANCES POOL BY RATIO AT # OF AS OF AGGREGATE ORIGINATION LOANS CUT-OFF DATE BALANCE ----------- ----- ------------ --------- 00.000 - 50.00 16 $5,162,474.54 2.5637% 50.001 - 60.00 41 $16,056,720.36 7.9740% 60.001 - 70.00 69 $23,892,295.78 11.8652% 70.001 - 75.00 93 $30,402,083.49 15.0981% 75.001 - 80.00 324 $98,119,945.65 48.7276% 80.001 - 85.00 15 $4,422,178.45 2.1961% 85.001 - 90.00 45 $12,760,878.35 6.3372% 90.001 - 95.00 40 $10,547,769.64 5.2381% ----- --------------- --------- Total 643 $201,364,346.26 100.0000% e) The following table sets forth information, as of the Cut-off Date, with respect to the type of Mortgaged Properties securing the Pool 4 Mortgage Loans: AGGREGATE % OF BALANCES POOL BY TYPE OF # OF AS OF AGGREGATE DWELLING LOANS CUT-OFF DATE BALANCE - -------- ----- ------------ --------- Single-family detached 597 $188,163,412.99 93.4442% Single-family attached 23 $7,497,665.12 3.7234% Condominium 17 $4,721,892.36 2.3450% 2 - 4 Family Units 6 $981,375.79 0.4874% ----- --------------- --------- Total 643 $201,364,346.26 100.0000% f) The following table sets forth information, as of the Cut-off Date, with respect to the occupancy status of the Mortgaged Properties securing the Pool 4 Mortgage Loans as represented by the mortgagors at origination: AGGREGATE % OF BALANCES POOL BY # OF AS OF AGGREGATE OCCUPANCY LOANS CUT-OFF DATE BALANCE - --------- ----- ------------ --------- Owner Occupied 624 $197,090,230.98 97.8774% Vacation 10 $2,889,190.99 1.4348% Investment 9 $1,384,924.29 0.6878% ----- --------------- --------- Total 643 $201,364,346.26 100.0000% 27 g) The following table sets forth information, as of the Cut-off Date, with respect to the geographic distribution of the Mortgaged Properties securing the Pool 4 Mortgage Loans: AGGREGATE % OF BALANCES POOL BY # OF AS OF AGGREGATE STATE LOANS CUT-OFF DATE BALANCE - ----- ----- ------------ --------- Alabama 1 $265,008.06 0.1316% Arizona 8 $2,323,124.86 1.1537% California 306 $100,656,467.29 49.9874% Colorado 10 $2,866,150.50 1.4234% Connecticut 8 $3,126,239.39 1.5525% Delaware 2 $354,680.30 0.1761% District Of Columbia 3 $1,256,356.21 0.6239% Florida 6 $1,854,513.58 0.9210% Georgia 11 $3,095,795.93 1.5374% Hawaii 1 $413,542.86 0.2054% Idaho 1 $422,000.00 0.2096% Illinois 26 $8,185,714.45 4.0651% Indiana 4 $1,356,431.09 0.6736% Maine 1 $375,706.69 0.1866% Maryland 28 $8,360,713.47 4.1520% Massachusetts 43 $12,578,673.07 6.2467% Michigan 19 $5,859,848.04 2.9101% Minnesota 8 $2,501,074.26 1.2421% Missouri 1 $246,632.24 0.1225% Nevada 1 $334,738.66 0.1662% New Hampshire 4 $1,153,300.00 0.5727% New Jersey 21 $6,699,278.35 3.3269% New York 12 $3,370,481.62 1.6738% North Carolina 2 $530,230.38 0.2633% Ohio 21 $5,430,845.71 2.6970% Oregon 5 $1,520,247.36 0.7550% Pennsylvania 15 $4,346,923.49 2.1587% Rhode Island 2 $664,647.15 0.3301% South Carolina 1 $242,000.00 0.1202% Tennessee 5 $1,214,525.67 0.6031% Texas 12 $3,539,644.98 1.7578% Utah 2 $496,000.00 0.2463% Vermont 1 $454,670.69 0.2258% Virginia 41 $12,023,695.63 5.9711% Washington 8 $2,262,044.28 1.1234% Wisconsin 3 $982,400.00 0.4879% ----- --------------- --------- Total 643 $201,364,346.26 100.0000% 28 h) The following table sets forth information, as of the Cut-off Date, with respect to the maturity dates of the Pool 4 Mortgage Loans. AGGREGATE % OF BALANCES POOL BY YEAR OF # OF AS OF AGGREGATE MATURITY LOANS CUT-OFF DATE BALANCE -------- ----- ------------ --------- 2018 1 $255,100.51 0.1267% 2023 4 $1,316,479.42 0.6538% 2027 3 $822,748.60 0.4086% 2028 635 $198,970,017.73 98.8109% ----- --------------- --------- Total 643 $201,364,346.26 100.0000% The weighted average scheduled remaining term to maturity of the Pool 4 Mortgage Loans calculated as of the Cut-off Date is 359 months. i) The following table sets forth information, as of the Cut-off Date, with respect to the purpose of the Pool 4 Mortgage Loans. The basis for such determination is the making of a representation by the Mortgagor at origination : AGGREGATE % OF BALANCES POOL BY PURPOSE # OF AS OF AGGREGATE OF LOAN LOANS CUT-OFF DATE BALANCE - ------- ----- ------------ --------- Purchase 322 $95,801,522.48 47.5762% Rate Term/Refinance 248 $82,135,505.29 40.7895% Cash-out Refinance 73 $23,427,318.49 11.6343% ----- --------------- --------- Total 643 $201,364,346.26 100.0000% 29 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS. 1.1 The Underwriting Agreement, dated as of September 19, 1997, and the related Terms Agreement, dated as of July 24, 1998, for certain of the Series 98-12 Certificates between GE Capital Mortgage Services, Inc. and Greenwich Capital Markets, Inc. 1.2 The Underwriting Agreement, dated as of May 22, 1996, and the related Terms Agreement, dated as of July 24, 1998, for certain of the Series 98-12 Certificates between GE Capital Mortgage Services, Inc. and Lehman Brothers Inc. 1.3 The Underwriting Agreement, dated as of June 22, 1995, and the related Terms Agreement, dated as of July 24, 1998, for certain of the Series 98-12 Certificates between GE Capital Mortgage Services, Inc. and Credit Suisse First Boston Corporation. 4.1 The Pooling and Servicing Agreement for the Series 98-12 Certificates, dated as of July 1, 1998, between GE Capital Mortgage Services, Inc., as seller and servicer, and State Street Bank and Trust Company, as trustee. 30 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GE Capital Mortgage Services, Inc. By: /s/ Jeffrey R. Taylor ----------------------------- Name: Jeffrey R. Taylor Title: Vice President Dated as of July 30, 1998 31 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GE Capital Mortgage Services, Inc. By: ----------------------------- Name: Jeffrey R. Taylor Title: Vice President Dated as of July 30, 1998 32 EXHIBIT INDEX The exhibits are being filed herewith: - ----------------------------------------------------------------- EXHIBIT NO. DESCRIPTION PAGE - ----------------------------------------------------------------- 1.1 The Underwriting Agreement, dated as of September 19, 1997, and the related Terms Agreement, dated as of July 24, 1998, for certain of the Series 98-12 Certificates between GE Capital Mortgage Services, Inc. and Greenwich Capital Markets, Inc. 1.2 The Underwriting Agreement, dated as of May 22, 1996, and the related Terms Agreement, dated as of July 24, 1998, for certain of the Series 98-12 Certificates between GE Capital Mortgage Services, Inc. and Lehman Brothers Inc. 1.3 The Underwriting Agreement, dated as of June 22, 1995, and the related Terms Agreement, dated as of July 24, 1998, for certain of the Series 98-12 Certificates between GE Capital Mortgage Services, Inc. and Credit Suisse First Boston Corporation. 4.1 The Pooling and Servicing Agreement for the Series 98-12 Certificates, dated as of July 1, 1998, between GE Capital Mortgage Services, Inc., as seller and servicer, and State Street Bank and Trust Company, as trustee. - ----------------------------------------------------------------- 33