Execution
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1998-13
TERMS AGREEMENT
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(to Underwriting Agreement,
dated April 24, 1995,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus August 24, 1998
Cherry Hill, NJ 08002
PaineWebber Incorporated (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 1998-13 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 1998-13 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 Pool: The Series 1998-13
Certificates shall evidence the entire beneficial ownership
interest in a mortgage pool (the "Mortgage Pool") of
conventional, fixed-rate, first-lien, fully-amortizing, one- to
four-family residential mortgage loans (the "Mortgage Loans")
having the following characteristics as of August 1, 1998 (the
"Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pool:
$901,613,269.65 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
$855,000,000 or greater than $945,000,000.
(b) Original Terms to Maturity: The original term to
maturity of substantially all of the Mortgage Loans included in
the Mortgage Pool shall be between 20 and 30 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 Price
Class Balance Rate Percentage
----- ------- ---- ----------
Class A1 $51,008,000 6.75% 99.514340%
Class A2 29,552,000 6.75% 99.514340%
Class A3 110,000,000 6.75% 99.514340%
Class A4 100,000,000 6.75% 99.514340%
Class A5 21,901,000 6.75% 99.514340%
Class A6 40,997,000 6.25% 99.514340%
Class A7 20,000,000 6.25% 99.514340%
Class A8 30,000,000 6.25% 99.514340%
Class A9 32,615,223 6.25% 99.514340%
Class A10 35,317,777 (2) 99.514340%
Class A11 (1) (2) 99.514340%
Class A12 64,958,597 (2) 99.514340%
Class A13 16,841,118 (2) 99.514340%
Class A14 57,922,000 6.75% 99.514340%
Class A15 75,604,991 (2) 99.514340%
Class A16 11,513,000 (2) 99.514340%
Class A17 4,715,570 (2) 99.514340%
Class A18 3,372,724 (2) 99.514340%
Class A19 19,134,000 6.75% 99.514340%
Class A20 36,642,750 (2) 99.514340%
Class A21 12,214,250 (2) 99.514340%
Class A22 27,794,118 (2) 99.514340%
Class A23 7,205,882 (2) 99.514340%
Class A24 38,395,000 6.75% 99.514340%
Class A25 12,453,750 (2) 99.514340%
Class A26 4,151,250 (2) 99.514340%
Class R 100 6.75% 99.514340%
Class RL 100 6.75% 99.514340%
Class M 16,680,000 6.75% 99.735270%
Class B1 7,213,000 6.75% 99.024720%
Class B2 4,057,000 6.75% 96.731920%
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(1) The Class A11 Certificates are issued with an approximate
initial Notional Principal Balance of $35,317,777.
(2) Interest will accrue on the Class A10, Class A11, Class A12,
Class A13, Class A15, Class A16, Class A17, Class A18, Class A20,
Class A21, Class A22, Class A23, Class A25 and Class A26
Certificates at the respective rates described in the Prospectus.
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(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, August 27,
1998 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates,
other than the Class A11, Class A13, Class A16, Class A17, Class
A18, Class A21, Class A23, Class A26, Class M, Class B1 and Class
B2 Certificates, shall have received Required Ratings of at least
"AAA" from Fitch IBCA, Inc. ("Fitch") and Standard & Poor's
Rating Services, a division of The McGraw-Hill Companies, Inc.
("S&P"), respectively. The Class A11, Class A13, Class A16, Class
A17, Class A18, Class A21, Class A23 and Class A26 Certificates
shall have received Required Ratings of at least "AAA" by Fitch
and "AAAr" by S&P. The Class M, Class B1 and Class B2
Certificates shall have received Required Ratings of at least
"AA," "A" and "BBB," respectively, by Fitch.
Section 5. Tax Treatment: One or more elections will be
made to treat the assets of the 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.
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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,
PAINEWEBBER INCORPORATED
By:/s/ Hugh Corcoran
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Name: Hugh Corcoran
Title: Senior Vice President
The foregoing Agreement
is hereby confirmed and
accepted as of the date
hereof.
GE CAPITAL MORTGAGE SERVICES, INC.
By: -----------------------------
Name:
Title: