Exhibit 1.1
EXECUTION COPY
BEAR XXXXXXX MORTGAGE SECURITIES INC.
Pass-Through Certificates
TERMS AGREEMENT
Dated: March 24, 1997
To: BEAR XXXXXXX MORTGAGE SECURITIES INC.
Re: Underwriting Agreement dated June 25, 1996
Series Designation: Series 1997-3
Class Designation Schedule: Class A-1
Terms of the Certificates:
Original Principal Pass-Through
Class Amount Interest Rate
A-1 $54,672,353.00 (1)
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(1) The effective per annum interest rate borne by the Certificates during
each Interest Accrual Period with respect to a Distribution Date will
equal a fraction, expressed as a percentage truncated at the fourth
decimal place, the numerator of which is equal to the aggregate amount
in respect of interest paid to the certificateholders for the related
Interest Accrual Period multiplied by 12, and the denominator of which
is the principal amount of the Certificates immediately prior to such
Distribution Date.
Distribution Dates: With respect to each month, the 25th day of such month,
or, if such is not a Business Day (as defined herein), then on the next
successive Business Day. A "Business Day" means a day other than a Saturday, a
Sunday or a day on which banking institutions in New York, New York or the city
in which the corporate trust office of the Trustee is located are authorized or
obligated by law or executive order to be closed.
Certificate Rating: "Aaa" by Xxxxx'x Investors Service, Inc. and "AAA" by
Fitch Investors Service, L.P.
Form of Certificates: Book-entry (Depository Trust Company).
Trust Fund Assets: The Pooled Certificates to be included in the Trust Fund
are as described in Schedule A hereto.
Purchase Price: The aggregate purchase price payable by the Underwriter for
the Certificates covered by this Agreement will be 100.4% of the principal
balance of the Certificates plus accrued interest from March 25, 1997 to, but
not including, the Closing Date.
Closing Date: March 27, 1997, 9:00 a.m., New York time
Miscellaneous Matters: (a) The Pooling and Servicing Agreement and the
Mortgage Loan Schedule referred to in the Underwriting Agreement shall be deemed
to be references to the Pooling Agreement and the Pooled Certificates Schedule,
respectively;
(b) notices to the Underwriter shall be to the attention of Xxxxxxx Xxxxx
and notices to the Company shall be to the attention of Xxxxxx X. Xxxxxxxxx, Xx.
The undersigned, as sole Underwriter, agrees, subject to the terms and
provisions of the above-referenced Underwriting Agreement, which is incorporated
herein in its entirety and made a part hereof, to purchase the principal amount
of the Class of the above-referenced Series of Certificates set forth herein.
BEAR, XXXXXXX & CO. INC.
By: /s/ Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Title: Sr. Managing Director
Accepted:
BEAR XXXXXXX MORTGAGE SECURITIES INC.
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
SCHEDULE A
POOLED CERTIFICATES
Class %
Full Name of Series(1) in Trust
Pooled FNMA Certificates
Guaranteed REMIC Pass-Through Certificates, 35.29%
Xxxxxx Xxx XXXXX Trust 1992-45, Class 45-Z
Stripped Mortgage Backed Securities 0.30%
Trust Number 000252-CL, Class 2
Guaranteed REMIC Pass-Through Certificates, 48.90%
Xxxxxx Xxx XXXXX Trust, 1993-246, Class F
Guaranteed REMIC Pass-Through Certificates, 13.96%
Xxxxxx Xxx XXXXX Trust, 1997-G2, Class Z
Pooled FHLMC Certificates
Multiclass Mortgage Securities, Series 6003, Class SA 42.45%
Multiclass Mortgage Participation Certificates, 23.60%
Series 1505, Class QB
Multiclass Mortgage Participation Certificates 36.37%
Series 1603, Class SB
Multiclass Mortgage Participation Certificates, 20.53%
Series 1723, Class SB
Multiclass Mortgage Participation Certificates, 47.05%
Series 1869, Class TG
Multiclass Mortgage Participation Certificates, 100.00%
Series 1933, Class SA
Modifiable and Combinable REMIC Certificates, 10.44%
Series 1933, Class SG
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(1) Unless otherwise specified in a footnote to this Schedule A, the entire
series was issued in book entry form.
