Execution
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1998-12
TERMS AGREEMENT
(to Underwriting Agreement
dated May 22, 1996,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus July 24, 1998
Cherry Hill, NJ 08002
Lehman 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 1998-12 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 1998-12 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 1998-12
Certificates shall evidence the entire beneficial ownership
interest in four mortgage pools ("Pool 1," "Pool 2," "Pool 3" and
"Pool 4," 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 July 1, 1998 (the "Cut-off
Date"):
(a) Aggregate Principal Amount of Pool 1:
$400,661,895.62 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 $380,000,000 or greater than $420,000,000.
(b) Aggregate Principal Amount of Pool 2:
$200,222,314.36 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
$190,000,000 or greater than $210,000,000.
(c) Aggregate Principal Amount of Pool 3:
$176,002,356.26 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
$166,250,000 or greater than $183,750,000.
(d) Aggregate Principal Amount of Pool 4:
$201,364,346.26 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 4 will be not less than
$190,000,000 or greater than $210,000,000.
(e) Original Terms to Maturity: The original term to
maturity of substantially all of the Mortgage Loans
included in Pool 1, Pool 2 and Pool 4 shall be between 20
and 30 years. The original term to maturity of
substantially all of the Mortgage Loans included in Pool 3
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):
Class
Principal Interest Purchase
Class Balance Rate Price Percentage
- ----- ------- ---- ----------------
Class 2-A1 $42,800,000.00 6.60% 99.47656%
Class 2-A2 23,450,000.00 6.55 99.47656
Class 2-A3 (1) 6.75 00.00000
Class 2-A4 69,660,000.00 (2) 99.47656
Class 2-A5 13,416,000.00 (2) 99.47656
Class 2-A6 4,644,000.00 (2) 99.47656
Class 2-A7 5,361,000.00 6.75 99.47656
Class 2-A8 968,000.00 6.75 99.47656
Class 2-A9 31,800,000.00 6.75 99.47656
Class 2-M 3,703,000.00 6.75 99.218750
Class 2-B1 1,502,000.00 6.75 97.953125
Class 2-B2 801,000.00 6.75 96.250000
Class 2-R 100.00 6.75 99.47656
Class 2-RL 100.00 6.75 99.47656
(1) The Class 2-A3 Certificates shall be issued with an
initial notional principal balance of $1,645,925.93.
(2) Interest will accrue on the Class 2-A4, Class 2-A5 and
Class 2-A6 Certificates at the respective rates described
in the related Prospectus.
2
(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, July 30,
1998 (the "Closing Date").
Section 4. Required Ratings: The Class 2-A1, Class
2-A2, Class 2-A4, Class 2- A5, Class 2-A6, Class 2-A7, Class 2-A8
and Class 2-A9 Certificates shall have received Required Ratings
of "AAA" from each of Fitch IBCA Inc. ("Fitch") and Standard &
Poor's Rating Services, a division of The McGraw-Hill Companies,
Inc. ("S&P"). The Class 2-A3 Certificates shall have received
Required Ratings of "AAA" from Fitch and "AAAr" from S&P. The
Class 2-M Certificates shall have received a Required Rating of
"AA" from Fitch. The Class 2-B1 Certificates shall have received
a Required Rating of "A" from Fitch. The Class 2-B2 Certificates
shall have received a Required Rating of "BBB" from Fitch.
Section 5. Tax Treatment: One or more elections will
be made to treat the assets of each of the Upper-Tier REMIC in
respect of Pool 2 and the Lower-Tier REMIC in respect of Pool 2
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 its 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,
LEHMAN 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: