Execution
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-8
TERMS AGREEMENT
Dated: July 27, 1998
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of July 1, 1998 (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 1998-8.
Terms of the Series 1998-8 Certificates: Structured Asset Securities
Corporation, Series 1998-8 Mortgage Pass-Through Certificates, Class A-1,
Class A-2, Class A-3, Class M-1, Class M-2, Class B, Class X-1, Class X-2,
Class X-3, Class X-4, Class Y-1, Class Y-2, Class Y-3, Class Y-4 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 four pools of adjustable and fixed rate, fully
amortizing, conventional, first lien residential mortgage loans (the "Mortgage
Loans"). Only the Class A-1, Class A-2, Class A-3, Class M-1, Class M-2 and
Class B Certificates (the "Offered Certificates") are being sold pursuant to
the terms hereof.
Registration Statement: File Number 333-47499.
Certificate Ratings: It is a condition to the issuance of the Class A-1, Class
A-2 and Class A-3 Certificates that they be rated "AAA" by each of Duff &
Xxxxxx Credit Rating Co. ("DCR"), Fitch IBCA, Inc. ("Fitch") and Standard &
Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P,"
and together with DCR and Fitch, the "Rating Agencies"). It is a condition to
the issuance of the Class M-1 Certificates that they be rated "AA" by each of
the Rating Agencies. It is a condition to the issuance of the Class M-2
Certificates that they be rated "A" by each of the Rating Agencies. It is a
condition to the issuance of the Class B Certificates that they be rated "BBB"
by each of the Rating Agencies.
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: July 1, 1998.
Closing Date: 10:00 A.M., New York time, on or about July 30, 1998. 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/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Vice President
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Xxxx Xxxxxxxxxx
Name: Xxxxxxx Xxxxxxxxxx
Title: Authorized Signatory
Schedule 1
Initial
Certificate Certificate Purchase
Principal Interest Price
Class Amount(1) Rate Percentage
Class A-1 $451,000,000 (2) 100%
Class A-2 92,000,000 (2) 100%
Class A-3 292,000,000 (2) 100%
Class M-1 74,076,000 (2) 100%
Class M-2 44,248,000 (2) 100%
Class B 29,215,000 (2) 100%
--------------------------------
(1) Approximate.
(2) Interest will accrue on the Class A-1, Class A-2, Class A-3, Class
M-1, Class M-2 and Class B Certificates at the applicable per annum
rate described in the Prospectus Supplement.
