Execution
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1998-17
TERMS AGREEMENT
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(to Underwriting Agreement,
dated January 22, 1998,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus October 23, 1998
Cherry Hill, NJ 08002
Merrill Lynch, Pierce, Fenner & Smith 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 1998-17
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
1998-17 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 1998-17
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 October 1, 1998 (the
"Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pool:
$521,884,655 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 $494,791,700
or greater than $546,875,000.
(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 $ 100,646,422 6.75% 99.7891%
Class A2 7,371,000 6.75% 99.7891%
Class A3 50,001,961 6.75% 99.7891%
Class A4 50,256,000 6.75% 99.7891%
Class A5 32,689,411 6.75% 99.7891%
Class A6 179,940,409 6.75% 99.7891%
Class A7 9,672,000 6.75% 99.7891%
Class A8 (1) 0.25% 99.7891%
Class A9 25,249,997 6.50% 99.7891%
Class A10 14,673,337 (2) 99.7891%
Class A11 4,891,113 (2) 99.7891%
Class A12 17,620,000 6.75% 99.7891%
Class A13 7,007,760 6.75% 99.7891%
Class R 100 6.75% 99.7891%
Class RL 100 6.75% 99.7891%
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(1) The Class A8 Certificates shall be issued with an initial
notional principal balance of $25,249,997.
(2) Interest will accrue on the Class A10 and Class A11
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, October 29,
1998 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates,
other than the Class A8 and Class A11 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
A8 and Class A11 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,
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
By:_____________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
GE CAPITAL MORTGAGE SERVICES, INC.
By:_______________________________
Name:
Title: