GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1998-14
TERMS AGREEMENT
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(to Underwriting Agreement,
dated September 19, 1997,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus September 23, 1998
Cherry Hill, NJ 08002
Greenwich Capital Markets, 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 1998-14 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 1998-14 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 1998-14
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 September 1, 1998 (the
"Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pool:
$525,911,631 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 $498,750,000
or greater than $551,250,000.
(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 $65,519,000 6.25% 99.316400%
Class A2 78,008,000 6.35% 99.316400%
Class A3 2,572,000 6.35% 99.316400%
Class A4 37,703,000 6.50% 99.316400%
Class A5 34,035,930 (2) 99.316400%
Class A6 6,302,950 (2) 99.316400%
Class A7(1) 75,000,000 (2) 99.316400%
Class A8 1,719,000 6.75% 99.316400%
Class A9 7,735,000 6.75% 99.316400%
Class A10 70,809,000 6.75% 99.316400%
Class A11 100,000,000 6.20% 99.316400%
Class A12(1) 100,000,000 6.50% 99.316400%
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(1) The Class A7 Certificates will consist of three
interest-only Components and one accrual Component, as
described in the Prospectus. The Class A12 Certificates will
consist of two payment Components as described in the
Prospectus. The initial Notional Component Principal
Balances of the Class A7A, Class A7B and Class A7C IO
Components are approximately $95,045,000, $80,580,000 and
$132,782,000, respectively. The initial Component Principal
Balance of the Class A7D Accrual, Class 12A TAC and Class
A12B TAC Components are approximately $75,000,000,
$4,921,000 and $95,079,000, respectively.
(2) Interest will accrue on the Class A5, Class A6 and Class A7
Certificates at the respective rates described in the
Prospectus.
(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, September
24, 1998 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates,
other than the Class A6 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
A6 Certificates shall have received Required Ratings of at least
"AAA" by Fitch and "AAAr" by S&P.
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Section 5. Tax Treatment: One or more elections will
be made to treat the assets of the Trust Fund as a REMIC.
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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,
GREENWICH CAPITAL MARKETS, 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: