EXECUTION
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-1
TERMS AGREEMENT
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Dated: January 23, 1997
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of January 1, 1997 (the "Trust Agreement").
Re: Underwriting Agreement Standard Terms dated as of April 16, 1996 (the
"Standard Terms," and together with this Terms Agreement, the
"Agreement").
Series Designation: Series 1997-1.
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Terms of the Series 1997-1 Certificates: Structured Asset Securities
--------------------------------------- Corporation, Series 1997-1 Mortgage
Pass-Through Certificates, Class A, Class B1, Class B2, Class B3, Class B4,
Class B5, Class B6 and Class R (the "Certificates") will evidence, in the
aggregate, the entire beneficial ownership interest in a trust fund (the
"Trust Fund"). The primary assets of the Trust Fund consist of three pools
of adjustable rate, conventional, first lien residential mortgage loans (the
"Mortgage Loans"). Only the Class A and Class R Certificates (collectively,
the "Senior Certificates") and the Class B1, Class B2 and Class B3
Certificates (together with the Senior Certificates, the "Offered
Certificates") are being sold pursuant to the terms hereof.
Registration Statement: File Number 33-99598.
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Certificate Ratings: It is a condition of Closing that at the Closing Date
------------------- the Senior Certificates be rated "AAA" by Fitch Investors
Service, L.P. ("Fitch") and Standard & Poor's Rating Services, a division of
The XxXxxx-Xxxx Companies, Inc. ("S&P"); that the Class B1 Certificates be
rated "AA" or higher by S&P and Fitch; that the Class B2 Certificates be
rated "A" or higher by S&P and Fitch; and that the Class B3 Certificates be
rated "BBB" or higher by S&P and Fitch.
Terms of Sale of Offered Certificates: The Depositor agrees to sell to
------------------------------------- Xxxxxx Brothers Inc. (the
"Underwriter") and the Underwriter agrees to purchase from the Depositor, the
Offered Certificates in the principal amounts and prices set forth on
Schedule 1 annexed hereto. The purchase price for the Offered Certificates
shall be the Purchase Price Percentage set forth in Schedule 1 plus accrued
interest at the initial interest rate per annum from and including the Cut-
off Date up to, but not including, the Closing Date.
The Underwriter will offer the Offered Certificates to the public from time
to time in negotiated transactions or otherwise at varying prices to be
determined at the time of sale.
Cut-off Date: January 1, 1997.
------------
Closing Date: 10:00 A.M., New York time, on or about January 29, 1997. On
------------ the Closing Date, the Depositor will deliver the Offered
Certificates to the Underwriter against payment therefor for the account of
the Underwriter.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument along with all counterparts will become a binding agreement
between the Depositor and the Underwriter in accordance with its terms.
XXXXXX BROTHERS INC.
By: /s/ Xxxxxxx X. X'Xxxxxx
-------------------------
Name: Xxxxxxx X. X'Xxxxxx
Title: Managing Director
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Xxxx Xxxxxxx
----------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
Schedule 1
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Initial
Certificate Certificate Purchase
Principal Interest Price
Class Amount(1) Rate Percentage
----- ----------- ----------- ----------
Class A $164,573,000 (2) 102.500%
Class B1 2,572,000 (2) 100.500
Class B2 1,285,000 (2) 101.063
Class B3 857,000 (2) 85.000
Class R 100 (2) 100.000
________________________________
(1) Approximate.
(2) Interest will accrue on the Offered Certificates at the applicable per
annum rate described in the Prospectus Supplement.
